Procedures for All Returns Sample Clauses

Procedures for All Returns. The following procedures apply to all returns for refund, repurchase or exchange:
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Procedures for All Returns. The following procedures shall be applied to all returns by reimbursement, repurchase or exchange: • All merchandise purchased at the VIVRI® Club price must be returned to the Leader who generated the sale to the customer, and it is the responsibility of the Leader to return the merchandise to VIVRI®. If the merchandise has not been purchased at a VIVRI® price, the customer must return the merchandise directly to VIVRI®. • All products that are returned must have an authorization number that will be obtained by calling the Leadership Services Department. This authorization number must be written in each box returned. • The returned product must be accompanied by: • The original signed receipt; the packaging with the consumer information and the unused part of the product in its original packaging. • The box of merchandise and packaging materials are to be used in the packaging of the product (s) that are returned for replacement, and the best and most economical means of shipping are suggested. All returns must be sent to VIVRI® by pre-paid shipping. VIVRI® does not accept to collect the shipment of non pre-paid packages. The risk of loss in the shipment of the returned products shall be borne by the Leader. If the returned product is not received by the Company's Distribution Center, it is the responsibility of the Chief to track the shipment. • If a Leader must return merchandise to VIVRI® that was previously returned to him or her by a retail customer, the product must be received by VIVRI® within ten (10) days from the date the retail customer has returned the merchandise to the Leader, and must be accompanied by the purchase receipt that the Leader gave to the customer at the time of the sale. There is no return or replacement of the product if the conditions of these rules are not met.
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Procedures for All Returns. The following procedures apply to all returns for refund, repurchase, or exchange: a) All merchandise must be returned by the Associate (Executive) or the customer who purchased it online, directly from Essanté Organics. b) All products to be returned must have an RMA (Return Merchandise Authorization) number which is obtained by emailing Customer Support. The RMA number must be written on each box that is returned to Essanté Organics. c) The return must be accompanied by: 1. A completed and signed Consumer Return Form; 2. A copy of the original dated sales receipt; and 3. The unused portion of the product in its original container. d) Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement or refund, and the best and most economical means of shipping is suggested. All returns must be shipped to Essanté Organics with shipping pre-paid, and return shipping is the customer’s responsibility. Essanté Organics does not accept shipping- collect packages. The risk of loss in shipping for returned product shall be on the Associate (Executive). If returned product is not received by Essanté Organics Shipping Department, it is the responsibility of the Associate (Executive) to track and trace the shipment, and collect restitution from the shipping courier who is at fault. e) If an Associate (Executive) is returning merchandise to Essanté Organics, that was returned to him or her by a personal retail customer, the product must be received by Essanté Organics within ten (10) days from the date on which the retail customer returned the merchandise to the Associate (Executive), and must be accompanied by a copy of the retail sales receipt the Associate (Executive) furnished the customer at the time of sale.
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Procedures for All Returns. Exchanges And Replacements
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Procedures for All Returns. The following procedures apply to all returns for refund, repurchase, or exchange: a) All merchandise must be returned by the Distributor or customer who purchased it directly from Syntek Global. b) All products to be returned must have a Return Authorization Number which is obtained by calling the Distributor Services Department. This Return Authorization Number must be written on each carton returned. c) The return is accompanied by: i. a completed and signed Product Return Form; ii. a copy of the original dated retail sales receipt; and iii. the unused portion of the product in its original container. d) Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to Syntek Global shipping pre-paid. Syntek Global does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Distributor. If returned product is not received by the Company’s Distribution Center, it is the responsibility of the Distributor to trace the shipment. e) If a Distributor is returning merchandise to Syntek Global that was returned to him or her by a personal retail customer, the product must be received by Syntek Global within ten (10) days from the date on which the retail customer returned the merchandise to the Distributor, and must be accompanied by the sales receipt the Distributor gave to the retail customer at the time of the sale. No refund or replacement of product will be made if the conditions of these rules are not met.
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Procedures for All Returns. 13.1) The following procedures apply to all returns for refund, repurchase, or exchange. All products must be returned by the distributor who purchased it directly from the company. No refund or replacement of product will be made if the conditions of these rules are not met. ① The return is accompanied by (i) a copy of the original dated shipment bill/ receipt; (ii) the unused portion of the product in its original container. Ⓒ Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to Ribomi shipping pre-paid. Ribomi does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the distributor. If returned product is not received by the company, it is the responsibility of the distributor to trace the shipment. ③ If a distributor is returning products to Ribomi that was returned to him or her by a personal retail customer, the product must be received by Ribomi within ten (10) days from the date on which the retail customer returned the products to the distributor, and must be accompanied by the sales receipt which the distributor gave to the retail customer at the time of the sale. The company is committed to protecting distributor’s privacy. The purpose of this Privacy Policy is to inform distributors as to what information may be collected whenever the distributor visits company website ("the Site") or when the distributor become a distributor, how such information will be used by the company and/or other persons or entities, with whom such information may be shared, choices regarding the collection, use and distribution of such information, ability to edit, update, correct or delete such information and the security procedures that the company has implemented to protect distributor’s privacy.
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Procedures for All Returns. The following procedures apply to all returns for refund, repurchase, or exchange: • All merchandise must be returned by the Jump Ex- ecutive or customer who purchased it directly from Jump To Health™. • All products to be returned must have a Return Au- thorization Number which is obtained by calling the Jump Executive Support Department. This Return Au- thorization Number must be written on each carton returned • The return is accompanied by: o The original packing slip with the completed and signed Consumer Return information; o the unused portion of the product in its original container. • Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to Jump to Health™ shipping pre-paid. Jump To Health™ does not accept shipping-collect packag- es. If an order is declined by the buyer and returned to Jump To Health™ with postage due, the postage amount will be deducted from the refund. The risk of loss in shipping for returned product shall be on the Jump Executive. If returned product is not received by the Company’s Distribution Center, it is the respon- sibility of the Jump Executive to trace the shipment. • If a Jump Executive is returning merchandise to Jump To Health™ that was returned to him or her by a per- xxxxx retail customer, the product must be received by Jump To Health™ within thirty (30) days from the date on which the Jump Executive purchased the xxxxxxx- xxxx from the Company, and must be accompanied by the sales receipt the Jump Executive gave to the customer at the time of the sale. No refund or replacement of product will be made if the conditions of these rules are not met.
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Procedures for All Returns. The following procedures apply to all returns for refund, repurchase, or exchange:  All merchandise must be returned by the Distributor or customer who purchased it directly from LIMMITLESS.  All products to be returned must have a Return Authorization Number which is obtained by calling the Distributor Services Department. This Return Authorization Number must be written on each carton returned.  The return is accompanied by the original packing slip, a completed and signed Product Return Form, and the unused portion of the product in its original container.  Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to LIMMITLESS shipping pre-paid. LIMMITLESS does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Distributor. If returned product is not received by the Company's Distribution Center, it is the responsibility of the Distributor to trace the shipment.  If a Distributor is returning merchandise to LIMMITLESS that was returned to him or her by a personal retail customer, the product must be received by LIMMITLESS within ten (10) days from the date on which the retail customer returned the merchandise to the Distributor, and must be accompanied by the sales receipt the Distributor gave to the customer at the time of the sale. No refund or replacement of product will be made if the conditions of these rules are not met.
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Procedures for All Returns. The following procedures apply to all returns for refund, repurchase, or exchange: > All merchandise must be returned directly to Xxxxxxxxx’s fulfillment center according to the directions on the packing slip by the Coach or Customer who purchased it directly from Beachbody. > All products to be returned must have a Return Authorization Number which is obtained by calling the Coach Relations Department. This Return Authorization Number must be written on each carton returned. > The return is accompanied by: (a) a copy of the original dated retail sales receipt; and (b) the unused portion of the product in its original container. > Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to Beachbody with shipping pre-paid. Beachbody does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Coach. If returned product is not received by the Company’s Distribution Center, it is the responsibility of the Coach to trace the shipment. > If a Coach is returning merchandise to Beachbody that was returned to him or her by a personal retail customer, the product must be received by Beachbody within thirty (30) days from the date on which the retail customer returned the merchandise to the Coach, and must be accompanied by the sales receipt the Coach gave to the customer at the time of the sale. No refund or replacement of product will be made if the conditions of these rules are not met. SECTION 8
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Related to Procedures for All Returns

  • Procedures for Advances (a) In the case of the making of any Advance, the repayment of any Advance, or any termination, increase or reduction of the Facility Amount and prepayments of Advances, the Borrower shall give the Administrative Agent a Borrower Notice. Each Borrower Notice shall specify the amount (subject to Section 2.1 hereof) of Advances to be borrowed or repaid and the Funding Date or repayment date (which, in all cases, shall be a Business Day) and whether such Advance is a Revolver Advance or a Swing Advance. (b) Subject to the conditions described in Section 2.1, the Borrower may request an Advance from the Lenders by delivering to the Administrative Agent at certain times the information and documents set forth in this Section 2.2. (c) No later than 12:00 noon (New York, New York time) five (5) Business Days prior to the proposed Funding Date for a Revolver Advance (or such shorter period of time or later date as may be agreed to by the Required Lenders), the Borrower shall notify (i) the Collateral Custodian by delivery to the Collateral Custodian of written notice of such proposed Funding Date, and (ii) the Administrative Agent by delivery to the Administrative Agent of a credit report and transaction summary for each Loan that is the subject of the proposed Advance setting forth the credit underwriting by the Originator of such Loan, including without limitation a description of the Obligor and the proposed loan transaction in the form of Exhibit M hereto; provided that, in the case of Advances funding Revolver Loans, the requirements of this Section 2.2(c) shall apply only with respect to the first Advance to be made with respect to each such Revolver Loan. By 5:00 p.m. (New York, New York time) on the next Business Day, the Administrative Agent shall use its best efforts to confirm to the Borrower the receipt of such items and whether it has reviewed such items and found them to be complete and in proper form. If the Administrative Agent makes a determination that the items are incomplete or not in proper form, it will communicate such determination to the Borrower. Failure by the Administrative Agent to respond to the Borrower by 5:00 p.m. (New York, New York time) on the day the related Funding Request is delivered by the Borrower shall constitute an implied determination that the items are incomplete or not in proper form. The Borrower will take such steps requested by the Administrative Agent to correct the problem(s). In the event of a delay in the actual Funding Date due to the need to correct any such problems, the Funding Date shall be no earlier than two (2) Business Days after the day on which the Administrative Agent confirms to the Borrower that the problems have been corrected. (d) No later than 1:00 p.m. (New York, New York time) one (1) Business Day prior to the proposed Funding Date for a Revolver Advance (or such shorter period of time or later date as may be agreed to by the Required Lenders), the Administrative Agent, each Managing Agent and the Collateral Custodian, as applicable, shall receive or shall have previously received the following: (i) a Funding Request in the form of Exhibit A; (ii) a wire disbursement and authorization form shall be delivered to the Administrative Agent; and (iii) a certification substantially in the form of Exhibit H concerning the Collateral Custodian’s receipt of certain documentation relating to the Eligible Loan(s) related to such Advance shall be delivered to the Administrative Agent, which may be delivered either as a separate document or incorporated in the Monthly Report. Each Funding Request for a Revolver Advance shall specify the aggregate amount of the requested Advance, which shall be in an amount equal to at least $500,000. (e) No later than 12:00 noon (New York, New York time) on the Business Day proposed for a Swing Advance, the Administrative Agent shall receive or shall have previously received the following: (i) a Funding Request in the form of Exhibit A; and (ii) a wire disbursement and authorization form. (f) Each Funding Request shall be accompanied by (i) a Borrower Notice, depicting the outstanding amount of Advances under this Agreement and representing that all conditions precedent for a funding have been met, including a representation by the Borrower that the requested Advance shall not, on the Funding Date thereof, exceed the Availability on such day, (ii) a calculation of the Borrowing Base as of the applicable Funding Date (which calculation may, for avoidance of doubt, take into account (A) Loans which will become Transferred Loans on or prior to such Funding Date and (B) an updated Loan List including each Loan that is subject to the requested Advance, (C) the proposed Funding Date, and (D) wire transfer instructions for the Advance; provided, however, the Funding Request for a Swing Advance shall be required to contain only the information described in Section 2.2(e)(i) and (ii) above. A Funding Request shall be irrevocable when delivered; provided however, that if the Borrowing Base calculation delivered pursuant to clause (ii) above includes a Loan which does not become a Transferred Loan on or before the applicable Funding Date as anticipated, and the Borrower cannot otherwise make the representations required pursuant to clause (i) above, the Borrower shall revise the Funding Request accordingly, and shall pay any loss, cost or expense incurred by any Lender in connection with the broken funding evidenced by such revised Funding Request. (g) On the Funding Date following the satisfaction of the applicable conditions set forth in this Section 2.2 and Article III, the Lenders shall make available to the Administrative Agent at its address listed beneath its signature on its signature page to this Agreement (or on the signature page to the Joinder Agreement pursuant to which it became a party hereto), for deposit to the account of the Borrower or its designee in same day funds, at the account specified in the Funding Request, an amount equal to such Lender’s ratable share of the Advance then being made (except that in the case of a Swing Advance, the Swingline Lender will make available to the Borrower the amount of any such Swing Advance). Each wire transfer of an Advance to the Borrower shall be initiated by the applicable Lender no later than 3:00 p.m. (New York, New York time) on the applicable Funding Date.

  • NONPAYMENT AND PROCEDURES FOR DISCONNECTION 12.1 If a Party is furnished Interconnection Services under the terms of this Agreement in more than one (1) state, Section 12.2 below through Section 12.19 below, inclusive, shall be applied separately for each such state. 12.2 Failure to pay charges shall be grounds for disconnection of Interconnection Services furnished under this Agreement. If a Party fails to pay any charges billed to it under this Agreement, including but not limited to any Late Payment Charges or Unpaid Charges, and any portion of such Unpaid Charges remain unpaid after the Bill Due Date, the Billing Party will send a Discontinuance Notice to such Non-Paying Party. The Non-Paying Party must remit all Unpaid Charges to the Billing Party within fifteen (15) calendar days of the Discontinuance Notice. 12.3 AT&T-21STATE will also provide any written notification to any Commission as required by any State Order or Rule. 12.4 If the Non-Paying Party desires to dispute any portion of the Unpaid Charges, the Non-Paying Party must complete all of the following actions not later than fifteen (15) calendar days following receipt of the Billing Party’s notice of Unpaid Charges: 12.4.1 notify the Billing Party in writing which portion(s) of the Unpaid Charges it disputes, including the total Disputed Amounts and the specific details listed in Section 13.4 below of this Agreement, together with the reasons for its dispute; and 12.4.2 pay all undisputed Unpaid Charges to the Billing Party; and 12.4.3 pay all Disputed Amounts (other than Disputed Amounts arising from Intercarrier Compensation) into an interest bearing escrow account that complies with the requirements set forth in Section 11.10 above; and 12.4.4 furnish written evidence to the Billing Party that the Non-Paying Party has established an interest bearing escrow account that complies with all of the terms set forth in Section 11.10 above and deposited a sum equal to the Disputed Amounts into that account (other than Disputed Amounts arising from Intercarrier Compensation). Until evidence that the full amount of the Disputed Charges (other than Disputed Amounts arising from Intercarrier Compensation) has been deposited into an escrow account that complies with Section

  • Procedures for Voting and Consents The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

  • Procedures for LNP Request The Parties shall provide for the requesting of End Office LNP capability on a reciprocal basis through a written request. The Parties acknowledge that Verizon has deployed LNP throughout its network in compliance with FCC 96-286 and other applicable FCC Regulations. 15.4.1 If Party B desires to have LNP capability deployed in an End Office of Party A, which is not currently capable, Party B shall issue a LNP request to Party A. Party A will respond to the Party B, within ten (10) days of receipt of the request, with a date for which LNP will be available in the requested End Office. Party A shall proceed to provide for LNP in compliance with the procedures and timelines set forth in FCC 00-000, Xxxxxxxxx 80, and FCC 97-74, Paragraphs 65 through 67. 15.4.2 The Parties acknowledge that each can determine the LNP-capable End Offices of the other through the Local Exchange Routing Guide (LERG). In addition, the Parties shall make information available upon request showing their respective LNP-capable End Offices, as set forth in this Section 15.4.

  • Procedures for Actions and Consents of Partners The actions requiring Consent of any Partner or Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.

  • Pending Procedures and Examinations The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

  • Procedures for Third Party Claims In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

  • Filings; Other Actions; Notification (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. (b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.

  • Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.

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

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