Common use of Notification Clause in Contracts

Notification. Each party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

Notification. Each party Any person entitled to indemnification under this Article IV hereunder (the “Indemnified Party”) shall will (i) give prompt notice to the Company, of any third party required claim, action or suit with respect to provide which it seeks indemnification (the “Indemnifying PartyClaim”) promptly after (but omission of such notice shall not relieve the Company from liability hereunder except to the extent it is actually prejudiced by such failure to give notice), specifying in reasonable detail the factual basis for the Claim, the amount thereof, estimated in good faith, and the method of computation of the Claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification is sought with respect to the Claim, and (ii) unless in such Indemnified Party’s reasonable judgment a conflict of interest may exist between such Indemnified Party has actual knowledge of any claim as and the Company with respect to which indemnity may be soughtsuch claim, and shall permit the Indemnifying Party Company to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that the Claim with counsel for reasonably satisfactory to the Indemnifying Indemnified Party, who . The Indemnified Party shall conduct cooperate fully with the Company with respect to the defense of such claim or litigationthe Claim and, shall be approved by if the Company elects to assume control of the defense of the Claim, the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one participate in the defense of the Claim at its own expense. If the Company does not elect to assume control or otherwise participate in the defense of the Claim, then the Indemnified Party may defend through counsel of its own choosing. If such defense is not assumed by the Company, the Company will not be subject to any liability under this Agreement or otherwise for any settlement made without its consent (1) separate counselbut such consent will not be unreasonably withheld or delayed). If the Company elects not to or is not entitled to assume the defense of a Claim, with it will not be obligated to pay the reasonable fees and expenses of more than one counsel for all Indemnified Parties with respect to be paid by the Indemnifying PartyClaim, if representation unless an actual conflict of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests interest exists between such Indemnified Party and any other party represented by of such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only Parties with respect to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying PartyClaim, in which event the defense Company will be obligated to pay the fees and expenses of any such claim additional counsel or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may havecounsels.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VIII will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Company under this Article VIII, 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 under this Article VIII unless, and only to the extent that, such omission results in the Company’s forfeiture of substantive rights or defenses or the Company is otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall permit be brought against any Indemnified Party and it shall notify the Indemnifying Party Company of the commencement thereof, the Company shall be entitled to assume the defense of thereof at its own expense, with counsel satisfactory to the Company; provided, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or any litigation resulting therefromproceeding in which both the Company, on the one hand, and an Indemnified Party, on the other hand, 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, claim or proceeding if, (a) the Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such Indemnified Party, a conflict or likely conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval Company shall not unreasonably in any event be withheld or delayed), required to pay the fees and the Indemnified Party may participate in expenses of more than one separate counsel (and if deemed necessary by such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses appropriate local counsel who shall report to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingseparate counsel). The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IVCompany agrees that it will not, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with without the prior written consent of each an Indemnified Party (which consent shall not be unreasonably withheld Party, settle, compromise or delayed), consent to the entry of any judgment in any pending or enter into any settlement which does not include as an unconditional term thereof threatened claim, action or proceeding relating to the giving by the claimant or plaintiff to matters contemplated hereby (if such 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 a release such Indemnified Party from all liability in respect to arising or that may arise out of such claim claim, action or litigationproceeding. The indemnity agreements contained in this Article IV Company shall not apply to amounts paid in be liable for any settlement of any loss, claim, damage, liability action or action if such settlement is proceeding effected against an Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedCompany. The indemnification set forth in this Article IV rights accorded to Indemnified Parties hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as is reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each (i) If any action, proceeding (including any governmental investigation), claim or demand shall be brought or asserted against an indemnified party entitled in respect of which indemnity is to indemnification be sought against the indemnifying party under this Article IV (Section 10, the “Indemnified Party”) indemnified party shall give notice to promptly notify the indemnifying party required to provide indemnification (in writing of the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, the commencement of that action; provided, however, that counsel for the Indemnifying Party, who shall conduct failure to notify the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval indemnifying party shall not unreasonably be withheld or delayed)relieve such indemnifying party from any liability which it may have under this Section 10; and, and the Indemnified Party may participate in such defense at such party’s expense; provided, further, howeverthat the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 10. The indemnifying party, that an Indemnified Party (together with all other Indemnified Parties) upon request of such indemnified party, shall retain counsel reasonably satisfactory to such indemnified party to represent such indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In such proceeding, the indemnified party shall have the right to retain one (1) separate counselcounsel of its own choice to represent it in connection with such action, with claim or demand, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (x) the indemnifying party and indemnified party shall have mutually agreed to be paid the contrary, (y) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (z) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partythem, in each of which cases the defense fees and expenses of any such claim or litigation, shall, except with counsel will be at the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent expense of the Indemnifying Partyindemnifying parties or party. It is understood that the indemnifying party shall not, which consent shall not in connection with any proceeding or related proceedings in the same jurisdiction, be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be liable for the fees and expenses of more than one separate firm (in addition to any other local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. With respect to any indemnification rights or agreements that an Indemnified Party may haveclaim under Section 10(a), any such firm shall be designated in writing by the Underwriters.

Notification. Each If any action, proceeding (including any governmental investigation), claim or demand shall be brought or asserted against an indemnified party entitled in respect of which indemnity is to indemnification be sought against the indemnifying party under this Article IV (Section 10, the “Indemnified Party”) indemnified party shall give notice promptly notify the indemnifying party in writing and the indemnifying party, upon request of such indemnified party, shall retain counsel reasonably satisfactory to such indemnified party to represent such indemnified party and any others the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after may designate in such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, proceeding and shall permit pay the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense fees and expenses of such claim or litigationcounsel related to such proceeding. In such proceeding, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) separate counselcounsel of its own choice to represent it in connection with such action, with claim or demand, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and indemnified party shall have mutually agreed to be paid the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or, (iii) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between such Indemnified Party and any other them. It is understood that the indemnifying party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partynot, in connection with any proceeding or related proceedings in the defense same jurisdiction, be liable for the fees and expenses of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party more than one separate firm (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. With respect to any indemnification rights claim under Section 10(a) hereof, any such firm shall be designated in writing by the Underwriters. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but if settled with such consent or agreements if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnifying party shall not, without the written consent (such consent not to be unreasonably withheld) 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 hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability or claims that an Indemnified Party may haveare the subject matter of such proceeding.

Notification. Each If any action, proceeding (including any governmental investigation), claim or demand shall be brought or asserted against an indemnified party entitled in respect of which indemnity is to indemnification be sought against the indemnifying party under this Article IV Section 10, the indemnified party shall promptly notify the indemnifying party in writing and the indemnifying party, upon request of such indemnified party, shall retain counsel reasonably satisfactory to such indemnified party to represent such indemnified party and any others the indemnifying party may designate in such proceeding (who shall not, without the “Indemnified Party”) shall give notice consent of the indemnified party, be counsel to the party required to provide indemnification (the “Indemnifying Party”indemnifying party) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit pay the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense fees and expenses of such claim or litigationcounsel related to such proceeding. In such proceeding, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) separate counselcounsel of its own choice to represent it in connection with such action, with claim or demand, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and indemnified party shall have mutually agreed to be paid the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party, or (iii) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between such Indemnified Party and any other them. It is understood that the indemnifying party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partynot, in connection with any proceeding or related proceedings in the defense same jurisdiction, be liable for the fees and expenses of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party more than one separate firm (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. With respect to any indemnification rights claim under Section 10(a) hereof, any such firm shall be designated in writing by the Underwriters. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but if settled with such consent or agreements if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnifying party shall not, without the written consent (such consent not to be unreasonably withheld) 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 hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability or claims that an Indemnified Party may haveare the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notification. Each If any action, proceeding (including any governmental investigation), claim or demand shall be brought or asserted against an indemnified party entitled in respect of which indemnity is to indemnification be sought against the indemnifying party under this Article IV (Section 10, the “Indemnified Party”) indemnified party shall give notice promptly notify the indemnifying party in writing and the indemnifying party, upon request of such indemnified party, shall retain counsel reasonably satisfactory to such indemnified party to represent such indemnified party and any others the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after may designate in such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, proceeding and shall permit pay the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense fees and expenses of such claim or litigationcounsel related to such proceeding. In such proceeding, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) separate counselcounsel of its own choice to represent it in connection with such action, with claim or demand, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and indemnified party shall have mutually agreed to be paid the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between such Indemnified Party and any other them. It is understood that the indemnifying party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partynot, in connection with any proceeding or related proceedings in the defense same jurisdiction, be liable for the fees and expenses of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party more than one separate firm (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. With respect to any indemnification rights claim under Section 10(a) hereof, any such firm shall be designated in writing by the Underwriters. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but if settled with such consent or agreements if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnifying party shall not, without the written consent (such consent not to be unreasonably withheld) 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 hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability or claims that an Indemnified Party may haveare the subject matter of such proceeding.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from an Indemnifying Party under this Article VII, and shall permit notify the Indemnifying Party to assume in writing of the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission or delay of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party under this Article IVVII unless, and only to the extent that, the failure to give such notice is materially prejudicial omission or harmful to an delay results in such Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses or otherwise materially prejudices such action. No Indemnifying Party's defense of such Claim. In case any such Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at their own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment, upon written confirmation that such Indemnifying Party agrees to indemnify the Indemnified Party for any Losses arising out of or in connection with such Claim; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a release from all liability party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Parties or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Parties (i) shall not be liable for the fees and expenses of more than one counsel to the Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, which settle, compromise or consent shall not to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be unreasonably withheld made a party thereto) unless such settlement, compromise or delayedconsent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article VII shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against any party entitled to indemnification under pursuant to this Article IV Section 8 (the “an "Indemnified Party”") shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from any party required to indemnify such Indemnified Party (an "Indemnifying Party"), and such Indemnified Party shall permit promptly notify the Indemnifying Party in writing, and such Indemnifying Party shall assume the defense thereof, including the employment of counsel selected by such Indemnifying Party and reasonably satisfactory to such Indemnified Party and the payment of all expenses; PROVIDED, HOWEVER, that any failure to so notify such Indemnifying Party shall not impair obligations hereunder except and only to the extent that such failure results in actual prejudice to such Indemnifying Party. Such Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party unless (a) such Indemnifying Party agreed to pay such fees and expenses or (b) such Indemnifying Party shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Party in any such claim action or proceeding or (c) the named parties to any litigation resulting therefromsuch action or proceeding (including any impleaded parties) include both such Indemnified Party and such Indemnifying Party, providedand such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to such Indemnifying Party (in which case, such Indemnifying Party shall employ separate counsel at the expense of such Indemnifying Party, it being understood, however, that counsel such Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Party and any other Indemnified Parties). No Indemnifying Party shall be liable for any settlement of any such action or proceeding effected without its written consent (which shall not be withheld unreasonably), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, such Indemnifying Party agrees to indemnify and hold harmless such Indemnified Party from and against any Liabilities by reason of such settlement or judgment. No Indemnifying Party shall agree to any settlement of any third party claim without the consent of the Indemnified Party, which shall not be withheld if such settlement provides only for the payment of money to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationlitigation and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party Any person required to provide indemnification under the terms of Section XII (the “A) or XII (B) of this Agreement ("Indemnifying Party”") promptly after shall not be liable under the indemnification provisions of Section XII (A) or XII (B) with respect to any claim made against an Indemnified Party under any such section unless such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit have notified the Indemnifying Party in writing within 10 days after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to assume notify the defense Indemnifying Party of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only from any liability which it may have to the extent thatIndemnified Party against whom such action is brought otherwise than on account of the above-designated Indemnification provisions. In case any such action is brought against an Indemnified Party, the failure Indemnifying Party shall be entitled to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partyparticipate, at its own expense, in the defense of such action, and counsel selected by any such claim or litigation, shall, except with Indemnifying Party must be satisfactory to the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationParty. The indemnity agreements contained Indemnifying Party shall also be entitled to assume the defense thereof with counsel reasonably satisfactory to the party named in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of action. After notice from the Indemnifying Party, which consent the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition liable to any other indemnification rights or agreements that an the Indemnified Party may haveunder this agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

Notification. Each If any action, proceeding (including any governmental investigation), claim or demand shall be brought or asserted against an indemnified party entitled in respect of which indemnity is to indemnification be sought against the indemnifying party under this Article IV (Section 10, the “Indemnified Party”) indemnified party shall give notice promptly notify the indemnifying party in writing and the indemnifying party, upon request of such indemnified party, shall retain counsel reasonably satisfactory to such indemnified party to represent such indemnified party and any others the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after may designate in such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, proceeding and shall permit pay the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense fees and expenses of such claim or litigationcounsel related to such proceeding. In such proceeding, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) separate counselcounsel of its own choice to represent it in connection with such action, with claim or demand, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and indemnified party shall have mutually agreed to be paid the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between such Indemnified Party and any other them. It is understood that the indemnifying party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partynot, in connection with any proceeding or related proceedings in the defense same jurisdiction, be liable for the fees and expenses of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party more than one separate firm (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. With respect to any indemnification rights claim under Section 10(a), any such firm shall be designated in writing by the Underwriters. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but if settled with such consent or agreements if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnifying party shall not, without the written consent (such consent not to be unreasonably withheld) 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 hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability or claims that an Indemnified Party may haveare the subject matter of such proceeding.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV ARTICLE III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, ARTICLE III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV ARTICLE III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV ARTICLE III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article VII, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article VII or (b) under this Article IVVII unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred; provided, however, that if an Indemnified Party is reimbursed under this Article VII for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Losses in question resulted primarily from the willful misconduct or gross negligence of such Indemnified Party. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected against an Indemnified Party without the Indemnifying Party's written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article VII shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity is sought. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may be soughtexist in respect of such claim, and shall permit assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due (i) agrees to conflicting interests between pay such fees and expenses or (ii) shall have failed within a reasonable period of time to assume, or in the event of a conflict of interest cannot assume, such defense or shall have failed to employ counsel reasonably satisfactory to such Indemnified Party and any other party represented by such counsel in such proceedingParty. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not (x) include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect to such claim or litigationlitigation or (y) involve the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (together with one local counsel, if appropriate) for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (Section 7 shall promptly, after the “Indemnified Party”) shall give receipt of notice to of the party required to provide indemnification (the “Indemnifying Party”) promptly after commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Company under this Section 7, and shall permit notify the Indemnifying Party to assume Company in writing of the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure of any Indemnified Party to give notice as provided herein shall relieve so notify the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense Company of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent action shall not be unreasonably withheld or delayed), consent to entry of relieve the Company from any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff liability to such Indemnified Party under this Section 7 except to the extent that such failure to notify results in a loss of a release from all liability material defense of such Indemnified Party or in respect actual prejudice due to such action. In case any such action, claim or litigationother proceeding shall be brought against any Indemnified Party and such Indemnified Party shall notify the company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; 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, claim or proceeding in which both the Company on the one hand and an Indemnified Party on the other hand 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, claim or proceeding if, in the reasonable opinion of counsel to the Company, a conflict or potential conflict exists between the parties makes separate representation advisable. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossCompany agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which Buyer (such consent shall not to be unreasonably withheld withheld), settle, compromise or delayedconsent 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 Buyer and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The indemnification set forth in this Article IV rights accorded to Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by promptly giving written notice to the Indemnified Party after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by unless (i) the use of counsel retained chosen by the Indemnifying Party to represent the Indemnified Party would be inappropriate due to conflicting interests between present such counsel with a conflict of interest; (ii) such action includes both the Indemnified Party and any the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other party represented Indemnified Parties that are different from or additional to those available to the Indemnifying Party; (iii) the Indemnifying Party shall have failed within a reasonable period of time to employ counsel reasonably satisfactory to the Indemnified Party and assume such defense and the Indemnified Party is or would reasonably be expected to be materially prejudiced by such counsel in delay or (iv) the Indemnifying Party agrees to pay such proceedingfees and expenses. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, IV only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationlitigation and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to appropriate local counsel) for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each If any action, proceeding (including any governmental investigation), claim or demand shall be brought or asserted against an indemnified party entitled in respect of which indemnity is to indemnification be sought against the indemnifying party under this Article IV (Section 10, the “Indemnified Party”) indemnified party shall give notice promptly notify the indemnifying party in writing and the indemnifying party, upon request of such indemnified party, shall retain counsel reasonably satisfactory to such indemnified party to represent such indemnified party and any others the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after may designate in such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, proceeding and shall permit pay the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense fees and expenses of such claim or litigationcounsel related to such proceeding. In such proceeding, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) separate counselcounsel of its own choice to represent it in connection with such action, with claim or demand, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and indemnified party shall have mutually agreed to be paid the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between such Indemnified Party and any other them. It is understood that the indemnifying party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partynot, in connection with any proceeding or related proceedings in the defense same jurisdiction, be liable for the fees and expenses of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party more than one separate firm (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. With respect to any indemnification rights claim under Section 10(a), any such firm shall be designated in writing by the Underwriter. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but if settled with such consent or agreements if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnifying party shall not, without the written consent (such consent not to be unreasonably withheld) 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 hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability or claims that an Indemnified Party may haveare the subject matter of such proceeding.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VIII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Company under this Article VIII, and shall permit notify the Indemnifying Party to assume Company in writing of the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Company of any such action shall not relieve the Indemnifying Company from any liability which the Company may have to such Indemnified Party of its obligations under this Article IVVIII unless, and only to the extent that, such omission results in the failure to give Company’s forfeiture of substantive rights or defenses. In case any such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense of any such claim or litigationthereof at their own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Company (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel, as such fees and expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossCompany agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Company shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article VIII shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party entitled Between the date of this Agreement and the Closing Date, Buyer shall reasonably promptly notify the Seller Parties in writing if Buyer obtains actual knowledge that any representation or warranty of the Seller Parties contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or that any covenant or agreement to be performed or observed by the Seller Parties prior to or on the Closing Date has not been so performed or observed in any material respect; provided, that no such notice shall have any effect on any determination of whether any condition to Buyer’s obligation to close in Article 10 has been satisfied, on Buyer’s right to terminate this Agreement pursuant to Article 12, or on the Buyer Indemnitees’ right to indemnification under this Article IV (13. During the “Indemnified Party”) same period, a Seller Party shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified notify Buyer in writing if a Seller Party has obtains actual knowledge that any representation or warranty of Buyer contained in this Agreement is untrue in any claim material respect or will be untrue in any material respect as of the Closing Date or that any covenant or agreement to which indemnity may be sought, and shall permit performed or observed by Buyer prior to or on the Indemnifying Party to assume the defense of Closing Date has not been so performed or observed in any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expensematerial respect; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) no such notice shall have any effect on any determination of whether any condition to the Seller Parties’ obligation to close in Article 10 has been satisfied, on the Seller Parties’ right to retain one (1) separate counselterminate this Agreement pursuant to Article 12, with or on the reasonable fees Seller Indemnitees’ right to indemnification under Article 13. If any of Buyer’s or the Seller Parties’ representations or warranties is untrue or shall become untrue in any material respect between the date of this Agreement and expenses the Closing Date, or if any of Buyer’s or the Seller Parties’ covenants or agreements to be paid performed or observed prior to or on the Closing Date shall not have been so performed or observed in any material respect, but if such breach of representation, warranty, covenant or agreement shall be cured by the Indemnifying Party, if representation of such Indemnified Party by Closing (subject to Buyer’s or the counsel retained by the Indemnifying Party would be inappropriate due Seller Parties’ right to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party terminate this Agreement pursuant to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed12), 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 then such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV breach shall be in addition considered not to any other indemnification rights or agreements that an Indemnified Party may havehave occurred for all purposes of this Agreement.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article VII, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article VII or (b) under this Article IVVII unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party, which consent Party shall not be unreasonably withheld or delayedliable for any settlement of any Claim effected against an Indemnified Party without its written consent. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article VII shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV Section 3(h) (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this Section 3(h)(iii)) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, Section 3(h) only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV Section 3(h) shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV Section 3(h) shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party In the event that any Third Party asserts a claim with respect to any matter for which a Party (the "Indemnified Party") is entitled to indemnification under this Article IV hereunder (a "Third Party Claim"), then the Indemnified Party shall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, thereof; provided, however, that counsel for no delay on the Indemnifying Party, who shall conduct the defense part of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notifying the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. Indemnifying Party may assume the complete control of the defense, the failure to give such notice is materially prejudicial compromise or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense settlement of any such claim Third Party Claim (provided that any settlement of any Third Party Claim that (i) subjects Indemnified Party to any non-indemnified liability or litigation, shall, except with (ii) admits fault or wrongdoing on the part of Indemnified Party will require the prior written consent of each such Indemnified Party, provided such consent will not be unreasonably withheld), including, at its own expense, employment of legal counsel, and at any time thereafter Indemnifying Party will be entitled to exercise, on behalf of Indemnified Party, any rights which may mitigate the extent or amount of such Third Party Claim; provided, however, that if Indemnifying Party has exercised its right to assume control of such Third Party Claim, Indemnified Party (which consent shall not be unreasonably withheld or delayed)i) may, consent in its sole discretion and at its own expense, employ legal counsel to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be represent it (in addition to the legal counsel employed by Indemnifying Party) in any other indemnification rights or agreements that an such matter, and in such event legal counsel selected by Indemnified Party may havewill be required to reasonably confer and cooperate with such counsel of Indemnifying Party in such defense, compromise or settlement for the purpose of informing and sharing information with Indemnifying Party; (ii) will, at Indemnifying Party's own expense, make available to Indemnifying Party those employees, officers, contractors, and directors of Indemnified Party whose assistance, testimony or presence is necessary or appropriate to assist Indemnifying Party in evaluating and in defending any such Third Party Claim; provided, however, that any such access will be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnified Party; and (iii) will otherwise fully cooperate with Indemnifying Party and its legal counsel in the investigation and defense of such Third Party Claim.

Notification. Each indemnified party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) Section 8 will, promptly after such Indemnified Party has actual knowledge the receipt of notice of the commencement of any claim as to action or other proceeding against such indemnified party in respect of which indemnity may be soughtsought from the Company hereunder, 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 that it may have to such indemnified party unless the Company is materially prejudiced thereby. In case any such action or other proceeding shall be brought against any indemnified party and it shall permit notify the Indemnifying Party 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 of any thereof, with counsel reasonably satisfactory to such claim or any litigation resulting therefrom, indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel for to participate in such defense. Notwithstanding the Indemnifying Partyforegoing, who 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 conduct have the right to employ separate counsel at the Company's expense and to control its own defense of such claim action or litigationproceeding if, shall in the reasonable opinion of counsel to such indemnified party, there are or may be approved legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company which, if the Company and such indemnified party were to be represented by the Indemnified Party same counsel, would constitute a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party; provided, however, that in no event shall the Company be required to pay fees and expenses under this Article 8 for more than one firm of attorneys representing the indemnified parties (whose approval shall not unreasonably be withheld together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or delayed), group of related legal actions; and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) the Company shall have only be liable for the right to retain one (1) separate counsel, with the reasonable fees and expenses of separate counsel with respect to be paid by such different or additional defenses and such indemnified party shall instruct such separate counsel to cooperate with the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such Company's counsel in such proceedingorder to reduce the fees and expenses for which the Company is liable. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent Company shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into liable for any settlement which does of such action or proceeding effected without its prior written consent, not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationbe unreasonably withheld. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossPurchasers agree that they will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying PartyCompany, which consent shall not to be unreasonably withheld withheld, settle, compromise or delayedconsent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to any matter subject to indemnification hereunder unless such settlement, compromise or consent includes an unconditional release of the Company and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding and the Purchasers and each other indemnified party are not obligated to take or forego taking any action, including the payment of money, thereunder. The indemnification set forth in this Article IV rights accorded to indemnified parties hereunder shall be in addition to any other indemnification rights that any indemnified party may have at common law, under federal and state securities laws, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 4, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent of actual prejudice demonstrated by the indemnifying party. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article IV Section 4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party (nor shall such party control the “Indemnified Party”defense thereof) shall give notice if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; PROVIDED, HOWEVER, that the fees and expenses of counsel to the indemnified party required shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to provide indemnification any such action (including any impleaded parties) include both the “Indemnifying Party”) promptly after Distributing Shareholder and USA and the indemnified party shall have been advised by such Indemnified Party has actual knowledge of any claim as to which indemnity counsel in writing that there may be sought, and one or more legal defenses available to the indemnifying party in conflict with any legal defenses which may be available to the indemnified party (in which case the indemnifying party shall permit not have the Indemnifying Party right to assume the defense of any such claim or any litigation resulting therefromaction on behalf of the indemnified party, providedit being understood, however, that counsel the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to of one separate firm of attorneys for the indemnified party, which firm shall be paid designated in writing by the Indemnifying Party, if representation of such Indemnified Party indemnified party and be approved by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such actionindemnifying party). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected against an indemnified party shall be made without the prior written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld withheld, PROVIDED, FURTHER, that a settlement which does not include an admission of liability by the indemnified party nor the payment of any monetary or delayed. The indemnification set forth in this Article IV other damages by such party shall be in addition to any other indemnification rights or agreements that an Indemnified Party may havenot require such consent.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV ARTICLE III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt written notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, ARTICLE III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV ARTICLE III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV ARTICLE III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV Section 3.09 (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this Section 3.09(c)) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, Section 3.09 only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, Party shall, except with without the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV Section 3.09 shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV Section 3.09 shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which (a) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, (b) includes any statement as to or any admission of fault, culpability, or wrong doing or (c) involves criminal liability or injunctive relief. The indemnity agreements contained An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in this Article IV shall not apply to amounts paid in settlement the reasonable judgment of any loss, claim, damage, liability or action if Indemnified Party a conflict of interest may exist between such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to Indemnified Party and any other indemnification rights or agreements that an Indemnified Party may haveParties with respect to such claim.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV Section 3(f) (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this Section 3(f)(iii)) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, Section 3(f) only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV Section 3(f) shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV Section 3(f) shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be reasonably inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Company under this Article VII, 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 under this Article VII unless, and only to the extent that, such omission results in the Company’s forfeiture of substantive rights or defenses or the Company is otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall permit be brought against any Indemnified Party and it shall notify the Indemnifying Party Company of the commencement thereof, the Company shall be entitled to assume the defense of thereof at its own expense, with counsel satisfactory to the Company; provided, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or any litigation resulting therefromproceeding in which both the Company, on the one hand, and an Indemnified Party, on the other hand, 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, claim or proceeding if, (a) the Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such Indemnified Party, a conflict or likely conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval Company shall not unreasonably in any event be withheld or delayed), required to pay the fees and the Indemnified Party may participate in expenses of more than one separate counsel (and if deemed necessary by such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses appropriate local counsel who shall report to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingseparate counsel). The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IVCompany agrees that it will not, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with without the prior written consent of each an Indemnified Party (which consent shall not be unreasonably withheld Party, settle, compromise or delayed), consent to the entry of any judgment in any pending or enter into any settlement which does not include as an unconditional term thereof threatened claim, action or proceeding relating to the giving by the claimant or plaintiff to matters contemplated hereby (if such 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 a release such Indemnified Party from all liability in respect to arising or that may arise out of such claim claim, action or litigationproceeding. The indemnity agreements contained in this Article IV Company shall not apply to amounts paid in be liable for any settlement of any loss, claim, damage, liability action or action if such settlement is proceeding effected against an Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedCompany. The indemnification set forth in this Article IV rights accorded to Indemnified Parties hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise.

Notification. Each party entitled In the event that any Third Party asserts a claim with respect to indemnification under this Article IV any matter for which a Party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnified Party shall give notice promptly notify the Party obligated to indemnify the party required to provide indemnification Indemnified Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, thereof; provided, however, that counsel for no delay on the Indemnifying Party, who shall conduct the defense part of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notifying the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. Indemnifying Party may assume the complete control of the defense, the failure to give such notice is materially prejudicial compromise or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense settlement of any such claim Third Party Claim (provided that any settlement of any Third Party Claim that (i) subjects Indemnified Party to any non-indemnified liability or litigation, shall, except with (ii) admits fault or wrongdoing on the part of Indemnified Party will require the prior written consent of each such Indemnified Party, provided such consent will not be unreasonably withheld), including, at its own expense, employment of legal counsel, and at any time thereafter Indemnifying Party will be entitled to exercise, on behalf of Indemnified Party, any rights which may mitigate the extent or amount of such Third Party Claim; provided, however, that if Indemnifying Party has exercised its right to assume control of such Third Party Claim, Indemnified Party (which consent shall not be unreasonably withheld or delayed)i) may, consent in its sole discretion and at its own expense, employ legal counsel to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be represent it (in addition to the legal counsel employed by Indemnifying Party) in any other indemnification rights or agreements that an such matter, and in such event legal counsel selected by Indemnified Party may havewill be required to reasonably confer and cooperate with such counsel of Indemnifying Party in such defense, compromise or settlement for the purpose of informing and sharing information with Indemnifying Party; (ii) will, at Indemnifying Party’s own expense, make available to Indemnifying Party those employees, officers, contractors, and directors of Indemnified Party whose assistance, testimony or presence is necessary or appropriate to assist Indemnifying Party in evaluating and in defending any such Third Party Claim; provided, however, that any such access will be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnified Party; and (iii) will otherwise fully cooperate with Indemnifying Party and its legal counsel in the investigation and defense of such Third Party Claim.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV Section 2(f) (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim Action or of the commencement of any Action as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such Action, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefromAction, provided, however, that with counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this Section 2(f)(iii)) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such Action, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, Section 2(f) only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigationAction, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationAction. The indemnity agreements contained in this Article IV Section 2(f) shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV Section 2(f) shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of an Action will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such Action, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such Action.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity is sought. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may be soughtexist in respect of such claim, and shall permit assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by Party, unless (i) the Indemnifying Party would be inappropriate due agrees to conflicting interests between pay such fees and expenses or (ii) the Indemnifying Party shall have failed within a reasonable period of time to assume, or in the event of a conflict of interest cannot assume, such defense or shall have failed to employ counsel reasonably satisfactory to such Indemnified Party and any other party represented by such counsel in such proceedingParty. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.this

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 ------------ shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article 7, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article 7 or (b) under this Article IV7 unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying , claim or other proceeding shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its -------- ------- own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of a release from all liability the Indemnifying Party and to control its own defense of such action, claim or proceeding if, in respect the reasonable opinion of counsel to such claim Indemnified Party, a conflict or litigationpotential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying -------- ------- Party shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party, 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 each Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The Indemnifying Party shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without the Indemnifying Party's written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the -------- ------- contrary contained in this Agreement, nothing in this Article 7 should restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as is reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each indemnified party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 will, promptly after such Indemnified Party has actual knowledge the receipt of notice of the commencement of any claim as to action or other proceeding against such indemnified party in respect of which indemnity may be soughtsought from the Company under this Article 7, and shall permit notify the Indemnifying Party Company in writing of the commencement thereof. The omission of any indemnified party so to assume notify the defense Company of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval action shall not unreasonably be withheld or delayed)relieve the Company from any liability which it may have to such indemnified party other than pursuant to this Article 7 or, unless, and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, such omission results in the failure 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 give participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such notice 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 materially prejudicial 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 harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partyproceeding if, in the defense reasonable opinion of counsel to such indemnified party, any conflict or potential conflict exists between the Company and such claim 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 Section 7 for more than one firm of attorneys in any jurisdiction in any one legal action or litigationgroup of related legal actions. The Company shall not, shall, except with without the prior written consent of each Indemnified Party the indemnified party (which consent shall not be unreasonably withheld or delayedwithheld), consent to the 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 indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the Company. The indemnity agreements contained in this Article IV shall not apply rights accorded to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV indemnified parties hereunder shall be in addition to any other indemnification rights that any indemnified party may have at common law, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each indemnified party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII will, promptly after such Indemnified Party has actual knowledge the receipt of notice of the commencement of any claim as to action or other proceeding against such indemnified party in respect of which indemnity may be soughtsought from the Company under this Article VII, and shall permit notify the Indemnifying Party Company in writing of the commencement thereof. The omission of any indemnified party so to assume notify the defense Company of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval action shall not unreasonably be withheld or delayed)relieve the Company from any liability which it may have to such indemnified party other than pursuant to this Article VII or, unless, and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, such omission results in the failure 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 give participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such notice 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 each of the Company and an indemnified party is, or is materially prejudicial 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 harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partyproceeding if, in the defense 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 claim 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 Article VII for more than one firm of attorneys in any jurisdiction in any one legal action or litigationgroup of related legal actions. The Company shall not, shall, except with without the prior written consent of each Indemnified Party the indemnified party (which consent shall not be unreasonably withheld or delayedwithheld), consent to the 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 indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the Company. The indemnity agreements contained in this Article IV shall not apply rights accorded to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV indemnified parties hereunder shall be in addition to any other indemnification rights that any indemnified party may have at common law, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV Section 3.08 (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this Section 3.09(c)) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, Section 3.08 only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV Section 3.08 shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV Section 3.08 shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party Any Person entitled to assert a claim or demand for indemnification under this Article IV Section 10 (the “Indemnified Party”"Indemnitee"), in order to secure indemnification with respect to this Agreement, shall notify the indemnifying party hereunder (the "Indemnitor") in writing of the existence of such matter within a reasonable time based on the facts and circumstances of the situation, including the necessities of court actions. The Indemnitee shall give notice furnish to the Indemnitor promptly such information as the Indemnitor may reasonably request in respect to such claim or demand. The Indemnitor shall have the right (but not the obligation) at its sole expense and in the name of the Indemnitee, to compromise or defend any matter involving a third party required (a "Third Party Claim") for which indemnification has been sought hereunder. The Indemnitee shall cooperate and cause its Affiliates to provide indemnification cooperate with the Indemnitor in compromising or defending any such Third Party Claim, provided the actual out-of-pocket expenditures (other than legal expenses) incurred in such cooperation shall be paid by the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Indemnitor. After notice from an Indemnitor to an Indemnitee of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party its election to assume the defense of a Third Party Claim, such Indemnitor shall not be liable to such Indemnitee under this Section 10 for any legal expenses subsequently incurred by such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct Indemnitee in connection with the defense of thereof; provided that such claim or litigation, Indemnitee shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may entitled to participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right and to retain one (1) separate employ counsel, at the Indemnitee's expense, to assist it therein. If the Indemnitor does not provide the Indemnitee with a written notice of its intention to defend the reasonable fees and expenses Third Party Claim or does not commence to be paid by compromise or defend such Third Party Claim within thirty (30) days after receipt of notice from the Indemnifying Party, if representation Indemnitee of the existence of such Indemnified Party by claim, or if the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of Indemnitor disputes its obligations under this Article IV, only liability to the extent thatIndemnitee for any sum pursuant to this Section 10 or otherwise, the failure to give Indemnitee may defend or otherwise dispose of the Third Party Claim; provided that such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent Indemnitee shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in compromise with respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected Third Party Claim without the prior written consent of the Indemnifying Party, Indemnitor (which consent shall not be unreasonably withheld withheld). Any other provision in this Section 10 notwithstanding, if an offer of settlement or delayed. The indemnification compromise is received by an Indemnitor with respect to a Third Party Claim and such Indemnitor notifies the related Indemnitee in writing of such Indemnitor's willingness to settle or compromise such Third Party Claim on the basis set forth in this Article IV such notice and such Indemnitee declines to accept such settlement or compromise, such Indemnitee may continue to contest such Third Party Claim, free of any participation by such Indemnitor, at such Indemnitee's sole expense. In such event, the obligation of such Indemnitor to such Indemnitee with respect to such Third Party Claim shall be in addition equal to any other indemnification rights the lesser of (a) the amount of the offer of settlement or agreements that an Indemnified compromise which such Indemnitee declined to accept plus the amount of indemnifiable costs and expenses incurred by such Indemnitee prior to the date such Indemnitor notifies such Indemnitee of the offer to settle or compromise and (b) the actual out-of-pocket amounts such Indemnitee is obligated to pay as a result of such Indemnitee's continuing to contest such Third Party may haveClaim.

Notification. Each If any action, proceeding (including any governmental investigation), claim or demand shall be brought or asserted against an indemnified party entitled in respect of which indemnity is to indemnification be sought against the indemnifying party under this Article IV (Section 10, the “Indemnified Party”) indemnified party shall give notice promptly notify the indemnifying party in writing and the indemnifying party, upon request of such indemnified party, shall retain counsel reasonably satisfactory to such indemnified party to represent such indemnified party and any others the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after may designate in such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, proceeding and shall permit pay the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense fees and expenses of such claim or litigationcounsel related to such proceeding. In such proceeding, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) separate counselcounsel of its own choice to represent it in connection with such action, with claim or demand, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and indemnified party shall have mutually agreed to be paid the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between such Indemnified Party and any other them. It is understood that the indemnifying party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partynot, in connection with any proceeding or related proceedings in the defense same jurisdiction, be liable for the fees and expenses of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party more than one separate firm (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. With respect to any indemnification rights claim under Section 10(a), any such firm shall be designated in writing by the Representatives. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but if settled with such consent or agreements if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnifying party shall not, without the written consent (such consent not to be unreasonably withheld) 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 hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability or claims that an Indemnified Party may haveare the subject matter of such proceeding.

Notification. Each indemnified party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 will, promptly after such Indemnified Party has actual knowledge the receipt of notice of the commencement of any claim as to action or other proceeding against such indemnified party in respect of which indemnity may be soughtsought from the Company under this Article 7, and shall permit notify the Indemnifying Party Company in writing of the commencement thereof. The omission of any indemnified party so to assume notify the defense Company of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval action shall not unreasonably be withheld or delayed)relieve the Company from any liability which it may have to such indemnified party other than pursuant to this Article 7 or, unless, and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, such omission results in the failure 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 give participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such notice 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 materially prejudicial 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 harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partyproceeding if, in the defense 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 claim 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 Section 7 for more than one firm of attorneys in any jurisdiction in any one legal action or litigationgroup of related legal actions. The Company shall not, shall, except with without the prior written consent of each Indemnified Party the indemnified party (which consent shall not be unreasonably withheld or delayedwithheld), consent to the 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 indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the Company. The indemnity agreements contained in this Article IV shall not apply rights accorded to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV indemnified parties hereunder shall be in addition to any other indemnification rights that any indemnified party may have at common law, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) ARTICLE VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this ARTICLE VII, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this ARTICLE VII or (b) under this Article IVARTICLE VII unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; PROVIDED, HOWEVER, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; PROVIDED, HOWEVER, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred; provided, however, that if an Indemnified Party is reimbursed under this ARTICLE VII for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Losses in question resulted primarily from the willful misconduct or gross negligence of such Indemnified Party. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected against an Indemnified Party without the Indemnifying Party's written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; PROVIDED, HOWEVER, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this ARTICLE VII shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV Section 3.09 (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this Section 3.09(c)) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, Section 3.09 only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV Section 3.09 shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV Section 3.09 shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 8 shall, promptly after the receipt of notice of the commencement of any claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Company under this Article 8, notify the Company in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Company of any such action shall not relieve the Company from any liability which it may have to such Indemnified Party except and only to the extent that such omission results in the Company’s forfeiture of substantive rights or defenses and such forfeiture results in more damages than would otherwise have resulted. In case any such claim shall be brought against any Indemnified Party, and it shall permit notify the Indemnifying Party Company of the commencement thereof, the Company shall be entitled to assume the defense of any thereof at its own expense, with counsel satisfactory to such claim or any litigation resulting therefrom, Indemnified Party in its reasonable judgment; provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the any Indemnified Party (whose approval shall not unreasonably be withheld or delayed)may, and the Indemnified Party may at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel and to control its own defense of such claim if, with in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Company (i) shall not be liable for the fees and expenses of more than one counsel to be paid by all Indemnified Parties and (ii) shall reimburse the Indemnifying Party, if representation Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Company and the Indemnified Party by Parties or between the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party Parties and any other party represented by third party, as such counsel in such proceedingexpenses are incurred. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IVCompany agrees that it will not, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim 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 each Indemnified Party from all liability arising, or that may arise, out of such claim, including any injunctive relief against any Indemnified Party. The Company shall not be liable for any settlement of any claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article 8 shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each indemnified party entitled to indemnification under this Article IV ARTICLE VII shall, promptly (and in any event within 20 days), after the “Indemnified Party”) shall give receipt of notice to of the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge commencement of any claim as to action or other proceeding against such indemnified party in respect of which indemnity may be soughtsought from the Company under this ARTICLE VII, notify the Company in writing of the commencement thereof. The failure of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability that it may have to such indemnified party pursuant to this ARTICLE VII, except to the extent that such failure causes material prejudice to the Company. In case any such action or other proceeding shall be brought against any indemnified party and it shall permit notify the Indemnifying Party 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 of any thereof, with counsel reasonably satisfactory to such claim or any litigation resulting therefromindemnified party; PROVIDED, provided, howeverHOWEVER, that any indemnified party may, at its own expense, retain separate counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may to participate in such defense at 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 party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) employ separate counselcounsel at the Company's expense and to control its own defense of such action or proceeding if, with in the reasonable written opinion of counsel to such indemnified party (obtained at the expense of the Company), (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 ARTICLE VII for more than one firm of attorneys in addition to be paid by the Indemnifying Party, if representation firm of such Indemnified Party by attorneys representing the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and Company in any other party represented by such counsel jurisdiction in such proceedingany one legal action or group of related legal actions. The failure of any Indemnified Party to give notice as provided herein Company shall relieve not, without the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party the indemnified party (which consent shall not be unreasonably withheld or delayedwithheld), consent to the entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigationlitigation or that requires action other than the payment of money by the Company. The indemnity agreements contained in this Article IV shall not apply rights accorded to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV indemnified parties hereunder shall be in addition to any other indemnification rights that any indemnified party may have at common law, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each indemnified party entitled to indemnification under this Article IV VII shall, promptly (and in any event within 20 days), after the “Indemnified Party”) shall give receipt of notice to of the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge commencement of any claim as to action or other proceeding against such indemnified party in respect of which indemnity may be soughtsought from the Company under this Article VII, notify the Company in writing of the commencement thereof. The failure of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability that it may have to such indemnified party pursuant to this Article VII, except to the extent that such failure causes material prejudice to the Company. In case any such action or other proceeding shall be brought against any indemnified party and it shall permit notify the Indemnifying Party 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 of any thereof, with counsel reasonably satisfactory to such claim or any litigation resulting therefrom, indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may to participate in such defense at 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 party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) employ separate counselcounsel at the Company’s expense and to control its own defense of such action or proceeding if, with in the reasonable written opinion of counsel to such indemnified party (obtained at the expense of the Company), (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 to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only VII for more than one firm of attorneys in addition to the extent thatfirm of attorneys representing the Company in any jurisdiction in any one legal action or group of related legal actions. The Company shall not, without the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party the indemnified party (which consent shall not be unreasonably withheld or delayedwithheld), consent to the entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigationlitigation or that requires action other than the payment of money by the Company. The indemnity agreements contained in this Article IV shall not apply rights accorded to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV indemnified parties hereunder shall be in addition to any other indemnification rights that any indemnified party may have at common law, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII shall, promptly after the receipt of notice of the commencement of any Claim or any other action against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article VII, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party under this Article IVVII unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; PROVIDED, HOWEVER, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to such Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between such Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; PROVIDED, HOWEVER, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such reasonable fees and expenses of such counsel (x) incurred in any action between the Indemnifying Party and the Indemnified Parties, following the final judicial determination or final settlement of such action as set forth in Section 7.1(a) and (y) incurred in any action between the Indemnified Parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying PartyParty shall be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may havewithheld.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (V shall, as soon as practicable after the “Indemnified Party”) shall give receipt of notice to of the party required to provide indemnification (the “Indemnifying Party”) promptly after commencement of any claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article V, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure of any Indemnified Party to give notice as provided herein so notify the Indemnifying party of any such action shall relieve not affect the rights to indemnification hereunder, except and only to the extent that the Indemnifying Party demonstrates actual material damage caused by such failure. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party of its obligations under this Article IV, only to the extent thatcommencement thereof, the failure Indemnifying Party shall be entitled to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party (not to be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying PartyParty shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article V shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by unless (i) the use of counsel retained chosen by the Indemnifying Party to represent the Indemnified Party would be inappropriate due to conflicting interests between present such counsel with a conflict of interest; (ii) such action includes both the Indemnified Party and any the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other party represented Indemnified Parties that are different from or additional to those available to the Indemnifying Party; (iii) the Indemnifying Party shall have failed within a reasonable period of time to employ counsel reasonably satisfactory to the Indemnified Party and assume such defense and the Indemnified Party is or would reasonably be expected to be materially prejudiced by such counsel in delay or (iv) the Indemnifying Party agrees to pay such proceedingfees and expenses. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationlitigation and (B) does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (together with one local counsel, if appropriate) for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification under this Article IV The GCI Indemnified Party or Seller Indemnified Party (as the case may be, the “Indemnified Party”) shall give shall, promptly after the receipt of notice to of the commencement of any Claim or the receipt of a written threat of any Claim against such Indemnified Party in respect of which indemnity may be sought from an indemnifying party required to provide indemnification (as the case may be, the “Indemnifying Party”) under this Article, promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit notify the Indemnifying Party to assume in writing of the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such Claim shall not relieve the Indemnifying Party of its obligations under this Article IVfrom any liability which it may have to such Indemnified Party unless, and only to the extent that, such omission materially prejudices the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend defense of such actionClaim. No Indemnifying In case any such Claim shall be brought against any Indemnified Party, in the Indemnifying Party shall be entitled to assume the defense of thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may retain separate counsel to participate in such claim or litigationdefense at its own expense. The Indemnifying Party shall not, shall, except with without the prior written consent of each the Indemnified Party Party, (which consent shall not be unreasonably withheld i) settle, compromise or delayed), consent to the entry of any judgment in any pending or enter into threatened Claim relating to the matters contemplated hereby (if any settlement Indemnified Party is a party thereto or has been actually threatened to be made a party thereto), which does not include as an unconditional term thereof the giving written release by the claimant or plaintiff to such of the Indemnified Party of a release from all liability in respect to of such claim Claim, (ii) settle or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in compromise any Claim if the settlement imposes equitable remedies or material obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder or (iii) settle or compromise any Claim if the settlement imposes any obligation of any loss, claim, damage, liability or action if such settlement is effected without kind whatsoever on the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may haveto admit to, or forebear from denying, any alleged wrongdoing or other liability.

Notification. Each All claims by any Indemnified Party shall be asserted and resolved in accordance with the following provisions. If any claim or demand for which the Producer/Sponsor would be liable to an Indemnified party entitled is asserted against or sought to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after be collected from such Indemnified Party has actual knowledge by a third party, said Indemnified Party shall with reasonable promptness notify in writing the Producer/Sponsor of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnification; provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Producer/Sponsor are actually prejudiced. After receipt by the Producer/Sponsor of such notice, then upon reasonable notice from the Producer/Sponsor to the Indemnified Party, or upon the request of the Indemnified Party, the Producer/Sponsor shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is materially prejudicial or harmful to an Indemnifying the subject of the Indemnified Party’s ability notice to defend such actionthe Producer/Sponsor as set forth above, and shall take all actions necessary, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. No Indemnifying Legal counsel shall be immediately retained by the Producer/Sponsor to represent the Indemnified Party, in . The selection of legal counsel to represent the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (shall be mutually agreed upon by the Indemnified Party and the Producer/Sponsor which consent agreement shall not be unreasonably withheld or delayed)withheld. Upon request of the Producer/Sponsor, consent the Indemnified Party, to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving extent it may legally do so and to the extent that it is compensated by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of Producer/Sponsor for any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.out-of-pocket costs and expenses thereby incurred shall:

Notification. Each party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) Party shall, promptly after the receipt of notice of the commencement of any Claim by a third party against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Seller under this ARTICLE IX (a “Third Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayedClaim”), and notify the Indemnified Party may participate Seller in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have writing of the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Seller of any such action shall not relieve the Indemnifying Seller from any liability which it may have to such Indemnified Party of its obligations under this Article IVARTICLE IX unless, and only to the extent that, such omission results in the failure Seller’s forfeiture of substantive rights or defenses. In case any such Third Party Claim shall be brought against any Indemnified Party and such Indemnified Party shall notify the Seller of the commencement thereof, the Seller shall be entitled to give assume the defense thereof at its own expense; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such notice is materially prejudicial defense at its own expense. Notwithstanding the foregoing, in any Third Party Claim in which both the Seller, on the one hand, and an Indemnified Party, on the other hand, are, or harmful are reasonably likely to an Indemnifying Party’s ability become, a party, such Indemnified Party shall have the right to defend employ separate counsel and to control its own defense of such action. No Indemnifying PartyThird Party Claim if, in the defense reasonable written opinion of any outside counsel to such claim Indemnified Party, either (a) one or litigation, shall, except with more defenses are available to the prior written consent of each Indemnified Party that are not available to the Seller or (which consent b) a conflict or potential conflict exists between the Seller, on the one hand, and such Indemnified Party, on the other hand, that would require such separate representation; provided, however, that the Seller shall not be unreasonably withheld or delayed), consent liable for the fees and expenses of counsel to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationParties. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossSeller agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, which settle, compromise or consent to the entry of any judgment in any pending or threatened Third Party Claim 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 each Indemnified Party from all liability arising or that may arise out of such Third Party Claim. The Seller shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to liable for any other indemnification rights or agreements that settlement of any Third Party Claim effected against an Indemnified Party may havewithout its written consent. Notwithstanding anything to the contrary contained in this Section 9.2, the Seller shall not be entitled to assume control of the defense of the Third Party Claim (unless otherwise agreed to in writing by the Indemnified Party), and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party (which counsel shall be reasonably acceptable to the Seller), if (i) the Seller does not unconditionally acknowledge in writing its obligation to indemnify and hold the Indemnified Party harmless with respect to the Third Party Claim; (ii) the Third Party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (iii) the Third Party Claim seeks injunctive or other equitable relief applicable to the Indemnified Party; or (iv) the Seller fails to take reasonable steps necessary to defend diligently the Third Party Claim within 10 Business Days after receiving written notice thereof from the Indemnified Party. The Seller shall be entitled to participate in the defense of any Third Party Claim that it does not assume at its sole cost and expense.

Notification. Each party entitled As soon as reasonably practical after obtaining knowledge thereof, the Party having the right to indemnification under this Article IV be indemnified (the “Indemnified Party”) shall give notice notify the Party having an obligation to the party required to provide indemnification indemnify such Indemnified Party (the “Indemnifying Party”) promptly after such of any claim or demand which the Indemnified Party has actual knowledge of any determined has given or could give rise to a claim as for indemnification under this Section 13.2. Such notice shall specify the agreement, covenant, representation or warranty or other basis for indemnification under this Agreement with respect to which the claim is made, the facts giving rise to the claim and the alleged basis for the claim, and the amount (to the extent then determinable) of Liability for which indemnity is asserted. In the event any action, suit or proceeding is brought with respect to which a Party may be soughtobligated to provide indemnity and/or defend under this Section 13.2, and shall permit the Indemnifying Party to assume admits its liability therefor and assumes the defense of such action, suit or proceeding, the Indemnified Party shall have the right to be represented by its own counsel in any such claim action, suit or any litigation resulting therefromproceeding, providedand defend such action, howeversuit or proceeding with respect to itself at the expense of the Indemnifying Party; provided that, that notwithstanding the foregoing, if counsel for the Indemnified Party or Indemnifying Party, who shall conduct Party determines in good faith that there is a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such claim or litigationthat there are legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party, then counsel for each of the Indemnified Party and Indemnifying Party shall be approved entitled, if such Party so elects, to participate in or conduct the defense to the extent reasonably determined by such counsel to protect the interests of the Indemnifying Party or Indemnified Party, as applicable, at the expense of the Indemnifying Party; provided that in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel selected by the Indemnified Party. Any settlement or compromise of any action, suit or proceeding by the Indemnified Party that the Indemnifying Party has admitted in writing its liability hereunder with respect to the entirety of an action, suit or proceeding shall require the consent of the Indemnifying Party (whose approval which shall not be unreasonably be withheld withheld, conditioned or delayed). Subject to the foregoing provisions of this Section 13.2, neither Party shall, without the other Party’s prior written consent, settle, compromise, confess or permit judgment by default in any action, suit or proceeding if such action would create or attach any Liability to the other Party. The Parties agree to make available to each other, and to their respective counsel and accountants, all information and documents reasonably available to them which relate to any action, suit or proceeding for which the other Party owes indemnity under this Section 13.2, and the Indemnified Party Parties agree to render to each other such assistance as they may participate reasonably require of each other in order to ensure the proper and adequate defense of any such defense at such party’s expenseaction, suit or proceeding; provided, further, however, that the Parties shall not be required to make available information and documents that would constitute a breach or waiver of the attorney-client privilege or violate any obligation of confidentiality binding on such disclosing Party. Subject to the terms of this Section 13.2(d), within twenty (20) days of receipt of written notice by an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of the Indemnifying Party will reimburse the Indemnified Party for all documented out-of-pocket payments, costs and expenses, including ​ ​ amounts paid in settlement, incurred by the Indemnified Party in connection with any Liability which such Indemnified Party is entitled to indemnification by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party pursuant to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may haveSection 13.2.

Notification. Each party entitled to indemnification under this Article IV (the “The Company Indemnified Party”, under Section 8.1(iii) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Company Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Company under Section 8.1(iii), notify the Company in writing of the commencement thereof. The omission of any Company 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 Company Indemnified Party under Section 8.1(iii) unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses or the Company is otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall permit be brought against any Company Indemnified Party and it shall notify the Indemnifying Party Company of the commencement thereof, the Company shall be entitled to assume the defense of thereof at its own expense, with counsel satisfactory to the Company Indemnified Party; provided, that any Company Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or any litigation resulting therefromproceeding in which both the Company, on the one hand, and a Company Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Company Indemnified Party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action, claim or proceeding if, (a) the Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such Company Indemnified Party, a conflict or likely conflict exists between the Company, on the one hand, and such Company Indemnified Party, on the other hand, that would make such separate representation advisable, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval Company shall not unreasonably in any event be withheld or delayed), required to pay the fees and the Indemnified Party may participate in expenses of more than one separate counsel (and if deemed necessary by such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses appropriate local counsel who shall report to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingseparate counsel). The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IVCompany agrees that it will not, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with without the prior written consent of each a Company Indemnified Party (which consent shall not be unreasonably withheld Party, settle, compromise or delayed), consent to the entry of any judgment in any pending or enter into any settlement which does not include as threatened claim, action or proceeding relating to the matters contemplated hereby (if such Company 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 term thereof the giving by the claimant or plaintiff to release of such Company Indemnified Party of a release from all liability in respect to arising or that may arise out of such claim claim, action or litigationproceeding. The indemnity agreements contained in this Article IV Company shall not apply to amounts paid in be liable for any settlement of any loss, claim, damage, liability action or action if such settlement is proceeding effected against a Company Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may haveCompany.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VIII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article VIII, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure of omission by any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party under this Article IVVIII unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend loss of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred, subject to the agreement by the Indemnified Party to reimburse the Indemnifying Party for such amounts if it is determined that the Indemnified Party was not entitled to be indemnified hereunder. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim and such settlement does not impose injunctive or other equitable relief against the Indemnified Party. The Indemnifying PartyParty shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld (the withholding of any consent relating to a proposed settlement that imposes injunctive or delayedother equitable relief against the Indemnified Party shall not be deemed unreasonable). The indemnification set forth provisions of this Article VIII shall be the sole and exclusive remedy for any breach of any representation or warranty contained in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may haveAgreement.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 ------------ shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article 7, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article 7 or (b) under this Article IV7 unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying , claim or other proceeding shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any -------- ------- Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of a release from all liability the Indemnifying Party and to control its own defense of such action, claim or proceeding if, in respect the reasonable opinion of counsel to such claim Indemnified Party, a conflict or litigationpotential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party shall not be liable for the fees -------- ------- and expenses of more than one counsel to all Indemnified Parties. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party, 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 each Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The Indemnifying Party shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without the Indemnifying Party's written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding -------- ------- the foregoing or anything to the contrary contained in this Agreement, nothing in this Article 7 should restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 ------------ shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article 7, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article 7 or (b) under this Article IV7 unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying , claim or other proceeding shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any -------- ------- Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of a release from all liability the Indemnifying Party and to control its own defense of such action, claim or proceeding if, in respect the reasonable opinion of counsel to such claim Indemnified Party, a conflict or litigationpotential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party shall not be liable for the fees -------- ------- and expenses of more than one counsel to all Indemnified Parties. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party, 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 each Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The Indemnifying Party shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without the Indemnifying Party's written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the -------- ------- foregoing or anything to the contrary contained in this Agreement, nothing in this Article 7 should restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 ------------ shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article 7, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article 7 or (b) under this Article IV7 unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying , claim or other proceeding shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of a release from all liability the Indemnifying Party and to control its own defense of such action, claim or proceeding if, in respect the reasonable opinion of counsel to such claim Indemnified Party, a conflict or litigationpotential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party, 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 each Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The Indemnifying Party shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without the Indemnifying Party's written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article 7 should restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each indemnified party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 will, promptly after such Indemnified Party has actual knowledge the receipt of notice of the commencement of any claim as to action or other proceeding against such indemnified party in respect of which indemnity may be soughtsought from the Company or the Purchaser, as the case may be, under this Article 7, notify the Company or the Purchaser, as the case may be, in writing of the commencement thereof. The omission of any indemnified party so to notify the Company or the Purchaser, as the case may be, of any such action shall not relieve the Company or the Purchaser, as the case may be, from any liability which it may have to such indemnified party (i) other than pursuant to this Article 7 or (ii) under this Article 7, except to the extent the Company or the Purchaser, as the case may be, is prejudiced by such omission. In case any such action or other proceeding shall be brought against any indemnified party and it shall permit notify the Indemnifying Party Company or the Purchaser, as the case may be, of the commencement thereof, the Company or the Purchaser, as the case may be, shall be entitled to participate therein and, to the extent that it may wish, to assume the defense of any thereof, with counsel reasonably satisfactory to such claim or any litigation resulting therefrom, indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may to participate in such defense at defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company or the Purchaser, as the case may be, and an indemnified party is, or is reasonably likely to become, a party, such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) employ separate counselcounsel at the Company's or the Purchaser's, with as the case may be, 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 the Purchaser, as the case may be, or (b) any conflict or potential conflict exists between the Company or the Purchaser, as the case may be, and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company or the Purchaser, as the case may be, be required to pay fees and expenses to be paid by the Indemnifying Party, if representation under this Section 7 for more than one firm of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and attorneys in any other party represented by such counsel jurisdiction in such proceedingany one legal action or group of related legal actions. The failure of any Indemnified Party to give notice Company or the Purchaser, as provided herein shall relieve the Indemnifying Party of its obligations under this Article IVcase may be, only to agrees that the extent thatCompany or the Purchaser, as the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partycase may be, in the defense of any such claim or litigationwill not, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying PartyPurchaser or the Company, which as the case may be (such consent shall not to be unreasonably withheld conditioned or delayedwithheld), 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 or the Company, as the case may be, and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. The indemnification set forth in this Article IV rights accorded to indemnified parties hereunder shall be in addition to any other indemnification rights that any indemnified party may have at common law, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article VII, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein shall relieve so notify the Indemnifying Party of its obligations any such action shall not relieve the Indemnifying Parties from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article VII or (b) under this Article IVVII unless, and only to the extent that, the failure to give such notice is materially prejudicial or harmful to an omission results in such Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at their own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Parties or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel, as such fees and expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Purchasers purchasing a majority of the Purchased Shares, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying PartyParty shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article VII shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII will, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article VII, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein shall so notify the Indemnifying Party of any such action will not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article VII or (b) under this Article IVVII unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim is brought against any Indemnified Party, in and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party will have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (i) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (ii) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (A) will not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (B) will reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying PartyParty will not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall will not be unreasonably withheld or delayedwithheld. The indemnification set forth and contribution rights accorded to an Indemnified Party under this Article VII will be the exclusive remedy of the Indemnified Parties; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article IV shall be in addition to VII will restrict or limit any other indemnification rights or agreements that an any Indemnified Party may havehave to seek equitable relief.

Notification. Each party entitled If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to indemnification under this Article IV either of the two preceding paragraphs, such person (the “Indemnified PartyPerson”) shall give notice to promptly notify the party required to provide indemnification person against whom such indemnity may be sought (the “Indemnifying PartyPerson”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)in writing, and the Indemnifying Person, upon request of the Indemnified Party Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may participate designate in such defense at proceeding and shall pay the fees and expenses of such party’s expense; providedcounsel related to such proceeding. In any such proceeding, further, however, that an any Indemnified Party (together with all other Indemnified Parties) Person shall have the right to retain one (1) separate its own counsel, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Distribution Agents, each affiliate of any Distribution Agent which assists such Distribution Agent in the distribution of the Bank Notes and such control persons of the Distribution Agents shall be designated in writing by the Distribution Agents that are Indemnified Party Parties and any other party represented such separate firm for the Bank, its directors, its officers and such control persons of the Bank or authorized representatives shall be designated in writing by the Bank. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such counsel Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only request prior to the extent that, the failure to give date of such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such actionsettlement. No Indemnifying Party, in the defense of any such claim or litigation, Person shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying PartyIndemnified Person, effect any settlement of any pending or threatened proceeding in respect of which consent shall any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (ii) does not be unreasonably withheld include a statement as to admission of fault, culpability or delayed. The indemnification set forth in this Article IV shall be in addition a failure to act, by or on behalf of any other indemnification rights or agreements that an Indemnified Party may havePerson.

Notification. Each party entitled to indemnification under this Article IV III (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingproceeding or if the Indemnifying Party shall have failed to assume the defense of such claim or litigation within a reasonable time after delivery of notice of such claim or litigation from the Indemnified Party and employ counsel reasonably satisfactory to such Indemnified Party. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, includes a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party, or does not provide that any sums payable in connection with such settlement are paid in full by the Indemnifying Party. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV Section 1(d) (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this Section 1(d)(iii)) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, Section 1(d) only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV Section 1(d) shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV Section 1(d) shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld withheld, conditioned or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) Section VI will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from Integra under this Section VI, and shall permit notify Integra in writing of the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify Integra of any such action shall not relieve the Indemnifying Integra from any liability which Integra may have to such Indemnified Party of its obligations (a) other than pursuant to this Section VI or (b) under this Article IVSection VI unless, and only to the extent that, the failure to give such notice is materially prejudicial omission results in Integra's forfeiture of substantive rights or harmful to an Indemnifying Party’s ability to defend defenses. In case any such action. No Indemnifying Party, in claim or other proceeding shall be brought against any Indemnified Party and it shall notify Integra of the commencement thereof, Integra shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any action, claim or proceeding in which both Integra, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of a release from all liability Integra and to control its own defense of such action, claim or proceeding if, in respect the reasonable opinion of counsel to such claim Indemnified Party, a conflict or litigation. The indemnity agreements contained in this Article IV potential conflict exists between Integra, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that Integra shall not apply be liable for the fees and expenses of more than one counsel to amounts paid in settlement of any lossall Indemnified Parties. Integra agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Purchasers, 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 Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding and imposes no obligations upon such Indemnified Party. Integra shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to each Indemnified Party hereunder shall be in addition to any other indemnification the sole rights or agreements that an such Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Section VI shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each indemnified party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice as promptly as reasonably practicable to the each indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to action commenced against it in respect of which indemnity may be soughtsought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall permit not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the Indemnifying Party case of parties indemnified pursuant to assume subsection (a) above, counsel to the indemnified parties shall be selected by Banc of America Securities LLC, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such claim or any litigation resulting therefrom, action; provided, however, that counsel for to the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval indemnifying party shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, except with the reasonable consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to be paid by any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the Indemnifying Party, if representation same jurisdiction arising out of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial same general allegations or harmful to an Indemnifying Party’s ability to defend such actioncircumstances. No Indemnifying Party, in the defense of any such claim or litigation, indemnifying party shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Partyindemnified parties, which settle or compromise or consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to the entry of any judgment with respect to any other litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification rights or agreements that contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an Indemnified Party may haveunconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 10 shall, promptly after the receipt of notice of the commencement of any Action against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromParties under this Article 10, provided, however, that counsel for notify the Indemnifying Party, who shall conduct Parties in writing of the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Parties of any such Action shall not relieve the Indemnifying Parties from any liability which they may have to such Indemnified Party of its obligations (a) other than pursuant to this Article 10 or (b) under this Article IV10 unless, and only to the extent that, the failure to give such notice is materially prejudicial or harmful to omission results in an Indemnifying Party’s ability to defend forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Action shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Parties of the commencement thereof, the Indemnifying Parties shall be entitled to assume the defense of any such claim or litigationthereof at their own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel reasonably satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that (i) the assumption of a release from all liability in defense shall constitute an acknowledgement by the Indemnifying Party of its obligation to indemnity the Indemnified Party with respect to the Action and the matter that is the subject of the Action pursuant to this Article 10, and (ii) any Indemnified Party may, at its own expense, retain separate counsel to participate in such claim defense at its own expense. Notwithstanding the foregoing, in any Action in which both an Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or litigationare reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such Action if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Parties (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any Action between an Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Parties agree that they will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, which settle, compromise or consent shall not to the entry of any judgment in any pending or threatened Action relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be unreasonably withheld made a party thereto) unless such settlement, compromise or delayedconsent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Action. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise.

Notification. Each indemnified party entitled to indemnification under this Article IV VII shall, promptly (and in any event within 20 days), after the “Indemnified Party”) shall give receipt of notice to of the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge commencement of any claim as to action or other proceeding against such indemnified party in respect of which indemnity may be soughtsought from the Company under this Article VII, notify the Company in writing of the commencement thereof. The failure of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability that it may have to such indemnified party pursuant to this Article VII, except to the extent that such failure causes material prejudice to the Company. In case any such action or other proceeding shall be brought against any indemnified party and it shall permit notify the Indemnifying Party 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 of any thereof, with counsel reasonably satisfactory to such claim or any litigation resulting therefrom, indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may to participate in such defense at 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 party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) employ separate counselcounsel at the Company's expense and to control its own defense of such action or proceeding if, with in the reasonable written opinion of counsel to such indemnified party (obtained at the expense of the Company), (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 to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only VII for more than one firm of attorneys in addition to the extent thatfirm of attorneys representing the Company in any jurisdiction in any one legal action or group of related legal actions. The Company shall not, without the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party the indemnified party (which consent shall not be unreasonably withheld or delayedwithheld), consent to the entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigationlitigation or that requires action other than the payment of money by the Company. The indemnity agreements contained in this Article IV shall not apply rights accorded to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV indemnified parties hereunder shall be in addition to any other indemnification rights that any indemnified party may have at common law, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each party entitled The Company shall keep Acquiror reasonably apprised of the status of matters relating to indemnification the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Authority (whether domestic, foreign or supranational). In that regard, the Company shall without limitation use its commercially reasonable efforts to (i) promptly notify Acquiror of, and if in writing, furnish Acquiror with copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any Governmental Authority (whether domestic, foreign or supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit Acquiror to review and discuss in advance, and consider in good faith the views of Acquiror in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) to the extent practicable, not participate in any meeting with any such Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement unless it consults with Acquiror in advance and to the extent permitted by such Governmental Authority gives Acquiror the opportunity to attend and participate thereat, (iv) furnish Acquiror with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement and the Merger, and (v) furnish Acquiror with such necessary information and reasonable assistance as Acquiror may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Authority. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Acquiror under this Article IV (Section 5.6 as “outside legal counsel only.” Such material and the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, information contained therein shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, given only to the extent that, outside legal counsel of the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall recipient and will not be unreasonably withheld disclosed by such outside legal counsel to employees, officers, or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent directors of the Indemnifying Party, which consent shall not be unreasonably withheld recipient unless express permission is obtained in advance from the Company or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may haveits legal counsel.

Notification. Each party entitled Acquiror shall keep the Company reasonably apprised of the status of matters relating to indemnification the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Authority (whether domestic, foreign or supranational). In that regard, Acquiror shall without limitation use its commercially reasonable efforts to (i) promptly notify the Company of, and if in writing, furnish the Company with copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any Governmental Authority (whether domestic, foreign or supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the Company to review and discuss in advance, and consider in good faith the views of Company in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) to the extent practicable, not participate in any meeting with any such Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement unless it consults with the Company in advance and to the extent permitted by such Governmental Authority gives the Company the opportunity to attend and participate thereat, (iv) furnish the Company with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement and the Merger, and (v) furnish the Company with such necessary information and reasonable assistance as the Company may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Authority. Acquiror may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Company under this Article IV (Section 6.2 as “outside legal counsel only.” Such material and the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, information contained therein shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, given only to the extent that, outside legal counsel of the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall recipient and will not be unreasonably withheld disclosed by such outside legal counsel to employees, officers, or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent directors of the Indemnifying Party, which consent shall not be unreasonably withheld recipient unless express permission is obtained in advance from Acquiror or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may haveits legal counsel.

Notification. Each As soon as reasonably practical after obtaining knowledge thereof, the indemnified party entitled shall notify the indemnifying party of any claim or demand which the indemnified party has determined 1: given or could give rise to a claim for indemnification under this Article IV (8. Such notice shall specify the “Indemnified Party”) shall give notice agreement, representation or warranty with respect to which the claim is made, the facts giving rise to the party required claim and the alleged basis for the claim, and the amount (to provide indemnification (the “Indemnifying Party”extent then determinable) promptly after such Indemnified Party has actual knowledge of liability for which indemnity is asserted. In the event any claim as action, suit or proceeding is brought with respect to which indemnity a party may be soughtliable under this Article 8, and shall permit the Indemnifying Party to assume the defense of the action, suit or proceeding (including all settlement negotiations and arbitration, trial, appeal, or other proceeding) shall be at the discretion of and conducted by the’ indemnifying party. If an indemnified party shall settle any such claim action, suit or any litigation resulting therefrom, provided, however, that counsel for proceeding without the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party the indemnifying party (which consent shall not be unreasonably withheld or delayedwithheld), consent the right of the indemnified party to entry make any claim against the indemnifying ,party on account of such settlement shall be deemed conclusively denied. An indemnified party shall have the right to be represented by its own counsel at its own expense in any such action, suit or proceeding, and if an indemnified party is named as the defendant in any action, suit or proceeding, it shall be entitled to have its own counsel and defend such action, suit or proceeding with respect to itself at its own expense. Subject to the foregoing provisions of this Article 8 neither party shall, without the other party’s written consent, settle, compromise, confess judgment or permit judgment by default in any action, suit or proceeding if such action would create or attach liability or obligation to the other party. The parties agree to make available to each other, and to their respective counsel and accountants, all information and documents reasonably available to them which relate to any action, suit or proceeding, and the parties agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any judgment such action, suit or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may haveproceeding.

Notification. Each party Any person entitled to indemnification under this Article IV hereunder (the “Indemnified Party”) shall will (i) give prompt notice to the Company of any third party required claim, action or suit with respect to provide which it seeks indemnification (the “Indemnifying PartyClaim”) promptly after (but omission of such notice shall not relieve the Company from liability hereunder except to the extent it is actually prejudiced by such failure to give notice), specifying in reasonable detail the factual basis for the Claim, the amount thereof, estimated in good faith, and the method of computation of the Claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification is sought with respect to the Claim, and (ii) unless in such Indemnified Party’s reasonable judgment a conflict of interest may exist between such Indemnified Party has actual knowledge of any claim as and the Company with respect to which indemnity may be soughtsuch claim, and shall permit the Indemnifying Party Company to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that the Claim with counsel for reasonably satisfactory to the Indemnifying Indemnified Party, who . The Indemnified Party shall conduct cooperate fully with the Company with respect to the defense of such claim or litigationthe Claim and, shall be approved by if the Company elects to assume control of the defense of the Claim, the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one participate in the defense of the Claim at its own expense. If the Company does not elect to assume control or otherwise participate in the defense of the Claim, then the Indemnified Party may defend through counsel of its own choosing. If such defense is not assumed by the Company, the Company will not be subject to any liability under this Agreement or otherwise for any settlement made without its consent (1) separate counselbut such consent will not be unreasonably withheld or delayed). If the Company elects not to or is not entitled to assume the defense of a Claim, with it will not be obligated to pay the reasonable fees and expenses of more than one counsel for all Indemnified Parties with respect to be paid by the Indemnifying PartyClaim, if representation unless an actual conflict of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests interest exists between such Indemnified Party and any other party represented by of such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only Parties with respect to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying PartyClaim, in which event the defense Company will be obligated to pay the fees and expenses of any such claim additional counsel or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may havecounsels.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 will, ------------ promptly after the receipt of notice of the commencement of any action or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Company under this Article 7, and shall permit notify the Indemnifying Party to assume Company in writing of the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure of any Indemnified Party to give notice as provided herein so notify the Company of any such action shall not relieve the Indemnifying Company from any liability which it may have to such Indemnified Party of its obligations (a) other than pursuant to this Article 7, or (b) under this Article IV7 unless, and only to the extent that, such omission results in the failure 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 give participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such notice 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 materially prejudicial 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 harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Partyproceeding if, in the defense reasonable opinion of any counsel to such claim Indemnified Party, (a) there are or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not may be unreasonably withheld or delayed), 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 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 Article 7 for more than one firm of a release from all liability attorneys in respect to such claim any jurisdiction in any one legal action or litigationgroup of related legal actions. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossCompany agrees that the Company will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying PartyPurchaser, which settle, compromise or consent shall not 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 unreasonably withheld made a party thereto) unless such settlement, compromise or delayedconsent 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. The indemnification set forth in this Article IV rights accorded to Indemnified Parties hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall 136252302.7 have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due shall have failed within a reasonable period of time to conflicting interests between assume such defense and the Indemnified Party and any other party represented is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) IX shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article IX, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article IX or (b) under this Article IVIX unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying PartyParty shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth in this Article IV rights accorded to an Indemnified Party hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article IX shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

Notification. Each If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against any party entitled to indemnification under pursuant to this Article IV Section 8 (the “an "Indemnified Party”") shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from any party required to indemnify such Indemnified Party (an "Indemnifying Party"), and such Indemnified Party shall permit promptly notify the Indemnifying Party in writing, and such Indemnifying Party shall assume the defense thereof, including the employment of counsel selected by such Indemnifying Party and reasonably satisfactory to such Indemnified Party and the payment of all expenses; provided, however, that any failure to so notify such Indemnifying Party shall not impair obligations hereunder except if and only to the extent that such failure results in actual prejudice to such Indemnifying Party. Such Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party unless (a) such Indemnifying Party agreed to pay such fees and expenses or (b) such Indemnifying Party shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Party in any such claim action or proceeding or (c) the named parties to any litigation resulting therefromsuch action or proceeding (including any impleaded parties) include both such Indemnified Party and such Indemnifying Party, providedand such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to such Indemnifying Party (in which case, such Indemnifying Party shall employ separate counsel at the expense of such Indemnifying Party, it being understood, however, that counsel such Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Party and any other Indemnified Parties). No Indemnifying Party shall be liable for any settlement of any such action or proceeding effected without its written consent (which shall not be withheld unreasonably), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, such Indemnifying Parry agrees to indemnify and hold harmless such Indemnified Party from and against any Liabilities by reason of such settlement or judgment. No Indemnifying Party shall agree to any settlement of any third party claim without the consent of the Indemnified Party, which shall not be withheld if such settlement provides only for the payment of money to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV III (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as is reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or litigation, with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any litigation resulting therefrom, legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Party shall have the right to employ one (1) separate counsel for the Indemnifying Party, who shall conduct the defense of in any such claim or litigation, but the fees and expenses of such counsel shall be approved by at the expense of such Indemnified Party (whose approval unless the Indemnifying Party shall not unreasonably be withheld or delayed), have failed within a reasonable period of time to assume such defense and the Indemnified Party may participate in is or would reasonably be expected to be materially prejudiced by such defense at such party’s expensedelay; provided, further, however, that an Indemnified the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all other of the Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable or for fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthat are not reasonable. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, III only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall An Indemnifying Party who is not apply to amounts paid in settlement entitled to, or elects not to, assume the defense of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall a claim will not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition obligated to any other indemnification rights or agreements that an Indemnified pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party may havewith respect to such claim.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII shall, promptly after the receipt of notice of the commencement of any claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Company under this Article VII, and shall permit notify the Indemnifying Party to assume Company in writing of the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Company of any such action shall not relieve the Indemnifying Company from any liability which it may have to such Indemnified Party of its obligations under this Article IVVII unless, and only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, omission results in the Company’s forfeiture of substantive rights or defenses, or otherwise materially prejudices the Company’s defense of such claim. In case any such claim or litigationshall be brought against any Indemnified Party, shalland it shall notify the Company of the commencement thereof, except the Company shall be entitled to assume the defense thereof at its own expense, with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that (i) the Company shall not be liable for the fees and expenses of more than one counsel in each relevant jurisdiction to all Indemnified Parties, (ii) in any action between the Company and the Indemnified Parties, the Company shall reimburse the Indemnified Parties for such fees and expenses only (x) after the final resolution or disposition of such action and (y) if the Indemnified Party prevails in such action and (iii) in any action between the Indemnified Parties and any third party, the Company shall reimburse the Indemnified Parties for such fees and expenses as such fees and expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossCompany agrees that it will not, claim, damage, liability or action if such settlement is effected (a) without the prior written consent of the Indemnifying PartyGA Shareholder, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if any GA 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 each GA Indemnified Party from all liability arising or that may arise out of such claim, or (b) without the prior written consent of the Apax Shareholder, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if any Apax 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 each Apax Indemnified Party from all liability arising or that may arise out of such claim. The Company shall not be liable for any settlement of any claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may havewithheld.

Notification. Each party If any Person shall be entitled to indemnification under this Article IV Section 5 (the each, an “Indemnified Party”) ), such Indemnified Party shall give prompt written notice to the party required to provide indemnification (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or of the commencement of any proceeding as to which indemnity may be is sought. The Indemnifying Party shall have the right, and shall permit exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party to assume Party’s expense, the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by with counsel reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld or delayed)and, and after notice from the Indemnifying Party to such Indemnified Party may participate of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this Section 5(c) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense at such party’s expensethereof; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) employ separate counselcounsel in any such claim or litigation, with but the reasonable fees and expenses to of such counsel shall be paid by at the Indemnifying Party, if representation expense of such Indemnified Party by the counsel retained by unless the Indemnifying Party would be inappropriate due to conflicting interests between shall have failed within a reasonable period of time after receipt of written notice from such Indemnified Party of such claim or proceeding to assume such defense and any other party represented the Indemnified Party is or would reasonably be expected to be materially prejudiced by such counsel in such proceedingdelay. The failure of any Indemnified Party to give notice as provided herein shall relieve the an Indemnifying Party of its obligations under this Article IV, Section 5 only to the extent that, that the failure to give such notice is materially prejudicial or harmful to an such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 release of such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV Section 5 shall not apply to amounts paid in settlement of any claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV Section 5 shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Notification. Each party entitled to indemnification under this Article IV Section 8.1, 8.2 or 8.3 hereof (the “an "Indemnified Party”") shall give notice to the party required to provide indemnification (the “Indemnifying Party”) will, promptly after the receipt of notice of the commencement of any action or other proceeding against such Indemnified Party has actual knowledge Party, or any other event or occurrence in respect of any claim as to which indemnity may be soughtsought from the party obligated to provide such indemnification under Section 8.1, and shall permit 8.2 or 8.3 hereof (an "Indemnifying Party"), notify the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting thereof. The failure of any Indemnified Party so to give notice as provided herein shall relieve the notify an Indemnifying Party of its obligations shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party (i) other than pursuant to this Article 8 or (ii) under this Article IV8 unless, and only to the extent that, such omission results in actual prejudice to such Indemnifying Party. In case any such action or other proceeding shall be brought against any Indemnified Party and it shall notify the failure Indemnifying Party of the commencement thereof, such Indemnifying Party shall be entitled to give participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such notice is materially prejudicial 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 harmful to proceeding in which both an Indemnifying Party’s ability Party and an Indemnified Party is, or is reasonably likely to defend become, a party, such action. No Indemnified Party shall have the right to employ separate counsel reasonably acceptable to the Indemnifying Party (in terms of such counsel's experience) at the Indemnifying Party's expense and to control its own defense of such action or proceeding if, in the defense reasonable opinion of any counsel to such claim Indemnified Party, (a) there are or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not may be unreasonably withheld or delayed), 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 legal defenses available to such Indemnified Party or to other Indemnified Parties that are different from or additional to those available to the Indemnifying Party or (b) any conflict or potential conflict exists between the Indemnifying Party and such Indemnified Party that would make such separate representation advisable; provided, however, that in no event shall the Indemnifying Party be required to pay fees and expenses under this Article 8 for more than one firm of a release from all liability attorneys in respect to such claim any jurisdiction in any one legal action or litigationgroup of related legal actions. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, which settle, compromise or consent shall not 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 unreasonably withheld made a party thereto) unless such settlement, compromise or delayedconsent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The indemnification set forth in this Article IV rights accorded to Indemnified Parties hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise.

Notification. Each party entitled to Whenever any claim shall arise for indemnification under this Article IV hereunder, the Indemnified Party shall notify the Party from whom indemnification is sought (the each, an “Indemnified Indemnifying Party”) shall give notice to the party required to provide indemnification (” and collectively, the “Indemnifying PartyParties”) ), promptly in writing after such Indemnified Party has actual knowledge of the facts constituting the basis for such claim (“Claims Notice”). Without limiting the generality of the foregoing, in the event of any claim as for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, such Indemnified Party shall give prompt notice to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall the commencement of legal proceedings in respect of which recovery may be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by sought against the Indemnifying Party would be inappropriate due pursuant to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthe provisions of this Article IX. The failure of any Indemnified Party Claim Notice to give notice as provided herein shall relieve the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the Loss arising therefrom. Notwithstanding anything to the contrary in this Agreement, the failure to provide any notice pursuant to this Section 9.6 shall not release the Indemnifying Party from any of its obligations under this Article IV, only IX except to the extent that, that the Indemnifying Party is actually and materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to give such notice is materially prejudicial any Indemnified Party otherwise than under this Article VII. The Indemnified Party shall not settle or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of compromise any such claim or litigation, shall, except with without the prior written consent of each Indemnified the Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof ) unless suit shall have been instituted against the giving by the claimant or plaintiff to such Indemnified Party and the Indemnifying Party shall have failed, within five (5) days after notice of institution of the suit, to take control of such suit as provided in Section 9.7, or the Indemnifying Party fails to respond to a release from all liability in respect to request for such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent within five (5) days after notice of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may havesuch request .

Notification. Each party entitled to indemnification Indemnified Person under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) Section 16 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge Person in respect of any claim as to which indemnity may be soughtsought from an Indemnitor under this Section 16, and shall permit notify Holdings in writing of the Indemnifying Party commencement thereof. The omission of any Indemnified Person so to assume the defense notify PlayCore Wisconsin of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval action shall not unreasonably be withheld or delayed)relieve any Indemnitor from any liability which it may have to such Indemnified Person under this Section 16 unless, and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, such omission results in the failure to give forfeiture by any Indemnitor of substantive rights or defenses or an Indemnitor is otherwise irrevocably prejudiced in defending such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Person and it shall notify Holdings of the commencement thereof, Holdings shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to Holdings; provided that any Indemnified Person may, at its own expense, retain separate counsel to participate in such defense. No Indemnifying PartyNotwithstanding the foregoing, in any action, claim or proceeding in which both an Indemnitor, on the one hand, and an Indemnified Person, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Person shall have the right to employ separate counsel at Holdings' expense and to control its own defense of such action, claim or proceeding if, (a) Holdings has failed to assume the defense and employ counsel as provided herein, (b) Holdings has agreed in writing to pay such fees and expenses of any such claim separate counsel or litigation, shall, except with (c) in the prior written consent reasonable opinion of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel to such Indemnified Party Person, a conflict or likely conflict exists between Holdings, on the one hand, and such Indemnified Person, on the other hand, that would make such separate representation advisable; provided, however, that Holdings shall not in any event be required to pay the fees and expenses of a release from all liability in respect more than one separate counsel (and if deemed necessary by such separate counsel, appropriate local counsel who shall report to such claim or litigationseparate counsel). The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossHoldings agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of an Indemnified Person, settle, compromise or consent to the Indemnifying Partyentry of any judgment in any pending or threatened claim, which action or proceeding relating to the matters contemplated hereby (if such Indemnified Person 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 such Indemnified Person from all liability arising or that may arise out of such claim, action or proceeding. Holdings shall not be unreasonably withheld liable for any settlement of any claim, action or delayedproceeding effected against an Indemnified Person without the prior written consent of Holdings. The indemnification set forth in this Article IV rights accorded to Indemnified Persons hereunder shall be in addition to any other indemnification rights that any Indemnified Person may have at common law, by separate agreement or agreements that an Indemnified Party may haveotherwise.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VIII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromParties under this Article VIII, provided, however, that counsel for notify the Indemnifying Party, who shall conduct Parties in writing of the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission of any Indemnified Party to give notice as provided herein shall relieve so notify the Indemnifying Party of its obligations any such action shall not relieve the Indemnifying Parties from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article VIII or (b) under this Article IVVIII unless, and only to the extent that, the failure to give such notice is materially prejudicial or harmful to an omission results in such Indemnifying Party’s ability to defend 's material prejudice or forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Parties of the commencement thereof, the Indemnifying Parties shall be entitled to assume the defense of any such claim or litigationthereof at their own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Parties or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; PROVIDED, HOWEVER, that subject to the limitations set forth in SECTION 8.4 (i) the Indemnifying Parties shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties, (ii) in any action between the Indemnifying Party and the Indemnified Parties, the Indemnifying Party shall reimburse the Indemnified Parties for such fees and expenses only (x) after the final resolution or disposition of such action and (y) if the Indemnified Party prevails in such action and (iii) in any action between the Indemnified Parties and any third party, the Indemnifying Parties shall reimburse the Indemnified Parties for such fees and expenses as such fees and expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Parties agree that they will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying PartyParties shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may havewithheld.

Notification. Each party entitled to indemnification under this Article IV ------------ Section 7.1 or 7.2 hereof (the “an "Indemnified Party”") shall give notice to the party required to provide indemnification (the “Indemnifying Party”) will, promptly after the receipt of notice of the commencement of any action or other proceeding against such Indemnified Party has actual knowledge Party, or any other event or occurrence in respect of any claim as to which indemnity may be soughtsought from the party obligated to provide such indemnification under Sections 7.1 or 7.2 hereof (an "Indemnifying Party"), and shall permit notify the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting thereof. The failure of any Indemnified Party so to give notice as provided herein shall relieve the notify an Indemnifying Party of its obligations shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party (i) other than pursuant to this Article 7 or (ii) under this Article IV7 unless, and only to the extent that, such omission results in actual prejudice to such Indemnifying Party. In case any such action or other proceeding shall be brought against any Indemnified Party and it shall notify the failure Indemnifying Party of the commencement thereof, such Indemnifying Party shall be entitled to give participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such notice is materially prejudicial 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 harmful to proceeding in which both an Indemnifying Party’s ability Party and an Indemnified Party is, or is reasonably likely to defend become, a party, such action. No Indemnified Party shall have the right to employ separate counsel reasonably acceptable to the Indemnifying Party (in terms of such counsel's experience) at the Indemnifying Party's expense and to control its own defense of such action or proceeding if, in the defense reasonable opinion of any counsel to such claim Indemnified Party, (a) there are or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not may be unreasonably withheld or delayed), 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 legal defenses available to such Indemnified Party or to other Indemnified Parties that are different from or additional to those available to the Indemnifying Party or (b) any conflict or potential conflict exists between the Indemnifying Party and such Indemnified Party that would make such separate representation advisable; provided, however, that in no event shall the Indemnifying Party be -------- ------- required to pay fees and expenses under this Article 7 for more than one firm of a release from all liability attorneys in respect to such claim any jurisdiction in any one legal action or litigationgroup of related legal actions. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, which settle, compromise or consent shall not 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 unreasonably withheld made a party thereto) unless such settlement, compromise or delayedconsent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The indemnification set forth in this Article IV rights accorded to Indemnified Parties hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise.

Notification. Each party entitled to indemnification under this Article IV (of the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) Party shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Section 8.2, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Section 8.2 or (b) under this Article IVSection 8.2 unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, either (x) one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified parties and (ii) shall reimburse the Indemnified parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified parties or between the Indemnified parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Investors who subscribed for at least a majority of the Series D Preferred Shares purchased hereunder, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying PartyParty shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may havewithheld.

Notification. Each party entitled to indemnification under this Article IV III (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or the commencement of any action, suit, proceeding or investigation or threat thereof, including a deposition (any such claim, action, suit, proceeding or investigation, a “Proceeding”), as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation Proceeding resulting therefrom, ; provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationProceeding, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one employ separate counsel in any such Proceeding and to participate in the defense thereof, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) separate counsel, with the reasonable Indemnifying Party has agreed in writing to pay such fees and expenses expenses; (2) the Indemnifying Party shall have failed promptly to be paid by assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, if and either (x) representation of such Indemnified Party by the counsel retained by and the Indemnifying Party by the same counsel would be inappropriate due under applicable standards of professional conduct or (y) there are one or more legal defenses available to conflicting interests between the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In the case of clause (2) or (3) above, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not be liable for the reasonably incurred and documented out-of-pocket fees and expenses of more than one separate firm of attorneys (in addition to any other party represented by local counsel) for all Indemnified Parties and all such counsel in such proceedingreasonably incurred and documented out-of-pocket fees and expenses shall be promptly reimbursed as incurred. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IVSections 3.1 or 3.2, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s 's ability to defend such action; provided, that such failure shall not relieve the Indemnifying Party from any liability which it may otherwise have to an Indemnified Party. No Indemnifying Party, in the defense of any such claim or litigationProceeding, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement (i) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect arising out of such Proceeding or (ii) which includes a statement as to such claim or litigationan admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. The indemnity agreements contained in this Article IV III shall not apply to amounts paid in settlement of any loss, claim, damage, liability Liability or action Proceeding if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

Notification. Each party entitled to indemnification under this Article IV In case any proceeding (the “Indemnified Party”including any governmental investigation) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge be instituted involving any person in respect of any claim as to which indemnity may be soughtsought pursuant to this Section ‎9, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall permit pay the Indemnifying Party fees and disbursements of such counsel related to assume the defense of such proceeding. In any such claim or proceeding, any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) indemnified party shall have the right to retain one (1) separate its own counsel, with but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to be paid the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to conflicting actual or potential differing interests between such Indemnified Party and any other them. It is understood that the indemnifying party represented by such counsel shall not, in such proceeding. The failure respect of the legal expenses of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial indemnified party in connection with any proceeding or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, related proceedings in the defense same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Selling Stockholders and all persons, if any, who control any Selling Stockholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such claim or litigationseparate firm for the Underwriters and such control persons and affiliates of any Underwriters, shallsuch firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company, except with and such directors, officers and control persons of the prior written consent Company, such firm shall be designated in writing by the Company. In the case of each Indemnified Party (which consent any such separate firm for the Selling Stockholders and such control persons of any Selling Stockholders, such firm shall be designated in writing by Xxxxxxx Xxxxxxx on behalf of the Selling Stockholders. The indemnifying party shall not be unreasonably withheld or delayed), consent to entry of liable for any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossproceeding effected without its written consent, claimbut if settled with such consent or if there be a final judgment for the plaintiff, damagethe indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, liability or action if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is effected entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the Indemnifying Partyindemnified party, effect any settlement of any pending or threatened proceeding in respect of which consent shall not be unreasonably withheld any indemnified party is or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements could have been a party and indemnity 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 an Indemnified Party may haveare the subject matter of such proceeding.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for sought from the Indemnifying Party, who shall conduct the defense of such claim or litigationunder this Article VII, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article VII or (b) under this Article IVVII unless, and only to the extent that, such failure results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it has notified the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationClaim at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, one or litigationmore defenses are available to the Indemnified Party that are not available to the Indemnifying Party; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of fees, disbursement and charges of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such fees, disbursement and charges are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, which settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to liable for any other indemnification rights or agreements that settlement of any Claim effected against an Indemnified Party may havewithout its written consent.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article VII, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (i) other than pursuant to this Article VII, or (ii) under this Article IVVII unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying Claim shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of a release from all liability such Claim if, in respect the reasonable opinion of counsel to such claim Indemnified Party, a conflict or litigationpotential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties, and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any lossIndemnifying Party agrees that it will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Purchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim 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 each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying PartyParty shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld or delayedwithheld. The indemnification set forth rights accorded to an Indemnified Party hereunder shall be in lieu of any rights that any Indemnified Party may have at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article IV VII shall be in addition to restrict or limit any other indemnification rights or agreements that an any Indemnified Party may havehave to seek equitable relief.

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be sought, and shall permit sought from the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromunder this Article 7, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by notify the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingwriting of the commencement thereof. The failure omission of any Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article 7 or (b) under this Article IV7 unless, and only to the extent that, such omission results in the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend 's forfeiture of substantive rights or defenses. In case any such action. No Indemnifying , claim or other proceeding shall be brought against any Indemnified Party, in and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense of any such claim or litigationthereof at its own expense, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), 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 counsel satisfactory to such Indemnified Party of a release from all liability in respect its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any action, claim or litigation. The indemnity agreements contained proceeding in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of which both the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party may have.shall have the right to employ separate counsel and to control its own defense of such action,

Notification. Each party entitled to indemnification Indemnified Party under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) 7 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from a Selling Stockholder (an "Indemnifying Party"), and shall permit notify the Indemnifying Party to assume in writing of the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingcommencement thereof. The failure omission of any Indemnified Party so to give notice as provided herein notify an Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations from any liability which it may have to such Indemnified Party (i) other than pursuant to this Article 7 or (ii) under this Article IV7 unless, and only to the extent that, such omission results in the failure to give Indemnifying Party's forfeiture of substantive rights or defenses. In case any such notice is materially prejudicial action or harmful to other proceeding shall be brought against any Indemnified Party and it shall notify an Indemnifying Party of the commencement thereof, the Indemnifying Party 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’s ability ; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to defend participate in such actiondefense. No Notwithstanding the foregoing, in any action or proceeding in which both an Indemnifying Party and an Indemnified Party is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel reasonably acceptable to the Indemnifying Party (in terms of such counsel's experience) at the Indemnifying Party's expense and to control its own defense of such action or proceeding if, in the defense reasonable opinion of any counsel to such claim Indemnified Party, (a) there are or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not may be unreasonably withheld or delayed), 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 legal defenses available to such Indemnified Party of a release or to other Indemnified Parties that are different from all liability or additional to those available to the Indemnifying Party or (b) any conflict or potential conflict exists between the Indemnifying Party and such Indemnified Party that would make such separate representation advisable; provided, however, that in respect no event shall the Indemnifying Party be required to such claim or litigation. The indemnity agreements contained in pay fees and expenses under this Article IV shall not apply to amounts paid 8 for more than one firm of attorneys in settlement any jurisdiction in any one legal action or group of any lossrelated legal actions. Each Indemnifying Party agrees that the Indemnifying Party will not, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Indemnified Party, which settle, compromise or consent shall not 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 unreasonably withheld made a party thereto) unless such settlement, compromise or delayedconsent includes an unconditional release of the Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. The indemnification set forth in this Article IV rights accorded to Indemnified Parties hereunder shall be in addition to any other indemnification rights or agreements that an any Indemnified Party may havehave at common law, by separate agreement or otherwise.