Common use of Right to Provide Defense Clause in Contracts

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 or 6.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 below. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the reasonable judgment of the Underwriter or participating dealer, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 or 6.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 below. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer Representative shall have the right to employ counsel to represent the Underwriter or participating dealer Representative and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the Representative's reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer Representative and those Underwriters or participating dealers to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 or 6.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 below. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the Underwriter’s reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 6(a) or 6.2 6(b) above of written notice of a claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the claim or the commencement of the action and the indemnifying party’s ability to defend against the claim or action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 6(d) below. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer indemnified party shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers indemnified party who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company indemnified party under such section this Section 6 if, in the reasonable judgment of the Underwriter or participating dealerindemnified party, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers indemnified party to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Companyindemnifying party. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel. Notwithstanding anything contained herein, the Company shall promptly reimburse, or advance if so requested by the Managing Agents, any and all reasonable and accountable attorney fees and expenses incurred, or to be incurred, by the Managing Agents under this Section 6.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 or 6.2 above of written notice of a claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the claim or the commencement of the action and the indemnifying party’s ability to defend against the claim or action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 below. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer indemnified party shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers indemnified party who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company indemnified party under such section this Section 6 if, in the reasonable judgment of the Underwriter or participating dealerindemnified party, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers indemnified party to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Companyindemnifying party. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 or 6.2 7.3 and/or 7.4 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the reasonable judgment of the Underwriter or participating dealer, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 10.1 or 6.2 10.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the reasonable judgment of the Underwriter or participating dealer, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 (10.1) or 6.2 (10.2) above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer Cohig shall have the right to employ counsel to represent it and the Underwriter or participating dealer and those other Underwriters or participating dealers Warrantholders of holders of Shares who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer such persons against the Company under such section if, in the Cohig's reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer Cohig and those Underwriters Warrantholders or participating dealers holders of Shares to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 7.1 or 6.2 7.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the reasonable judgment of the Underwriter or participating dealer, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 10.1 or 6.2 10.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer Xxxxxxx Xxxxxxxx shall have the right to employ counsel to represent it and the Underwriter or participating dealer and those other Underwriters or participating dealers Optionholders of holders of Option Securities who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer such persons against the Company under such section if, in the Xxxxxxx Davidson's reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer Xxxxxxx Xxxxxxxx and those Underwriters Optionholders or participating dealers holders of Option Securities to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 or 6.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 6.3 below. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer Representative shall have the right to employ counsel to represent the Underwriter or participating dealer Representative and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the Representative's reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer Representative and those Underwriters or participating dealers to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 (10.1) or 6.2 (10.2) above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer indemnified parties shall have the right to employ counsel to represent them and the Underwriter other Warrantholders or participating dealer and those other Underwriters or participating dealers holders of Shares who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer such persons against the Company under such section if, in the reasonable judgment of counsel of the Underwriter or participating dealerCompany, it is advisable for the Underwriter those Warrantholders or participating dealer and those Underwriters or participating dealers holders of Shares to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 Paragraph 9 or 6.2 10 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 Paragraph 11 below. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the reasonable judgment of the Underwriter or participating dealer, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 subsection 15.1 or 6.2 15.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer Xxxxxxx Xxxxxxxx shall have the right to employ counsel to represent it and the Underwriter or participating dealer and those other Underwriters or participating dealers Optionholders of holders of Shares who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer such persons against the Company under such section if, in the Xxxxxxx Davidson's reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer Xxxxxxx Xxxxxxxx and those Underwriters Optionholders or participating dealers holders of Shares to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 (10.1) or 6.2 (10.2) above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer Cohig shall have the right to employ counsel to represent it and the Underwriter or participating dealer and those other Underwriters or participating dealers Warrantholders of holders of Shares who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer such persons against the Company under such section if, in the Cohig's reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer Cohig and those Underwriters Warrantholders or participating dealers holders of Shares to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.Xxxxxx Dental Management 1997 Warrants

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 (10.1) or 6.2 (10.2) above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, wishes jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer Cohig shall have the right to employ counsel to represent it and the Underwriter or participating dealer and those other Underwriters or participating dealers Warrantholders of holders of Shares who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer such persons against the Company under such section if, in the Cohig's reasonable judgment of the Underwriter or participating dealerjudgement, it is advisable for the Underwriter or participating dealer Cohig and those Underwriters Warrantholders or participating dealers holders of Shares to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 11.1 or 6.2 11.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 belowparty. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer holders of Warrant Shares shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers holders of Warrant Shares who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer such persons against the Company under such section if, in the such holders reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers holders of Warrant Shares to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.

Right to Provide Defense. Promptly after receipt by an indemnified party under Section 6.1 or 6.2 above of written notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such section, notify the indemnifying party in writing of the claim or the commencement of that action; the failure to notify the indemnifying party shall not relieve it of any liability which it may have to an indemnified party, except to the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying party’s 's ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying party from any other liability which it may have to the indemnified party or any person identified in Section 6.4 below. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the Underwriter or participating dealer shall have the right to employ counsel to represent the Underwriter or participating dealer and those other Underwriters or participating dealers who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters or participating dealer against the Company under such section if, in the Underwriter's reasonable judgment of the Underwriter or participating dealerjudgment, it is advisable for the Underwriter or participating dealer and those Underwriters or participating dealers to be represented by separate counselcounsel due to a conflict of interest with the Company, and in that event the fees and expenses of such separate counsel shall be paid by the Company. The indemnified party may, but shall not be obligated to, participate in the defense at its own expense with its own counsel.