Common use of Survival and Indemnification Clause in Contracts

Survival and Indemnification. (a) The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for two (2) years. (b) The Company agrees to indemnify and hold harmless each Purchaser and its affiliates, and their respective directors, officers, trustees, members, managers, employees, investment advisers and agents, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person; provided, that, such Person agrees to reimburse such amounts that have been finally judicially determined to have resulted from such Person’s fraud or willful misconduct. (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that 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 of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement.

Survival and Indemnification. (a) The representations, warranties, warranties and covenants of SES and agreements Hongye contained in this Agreement shall will survive the Closing Date for a period of the transactions contemplated by this Agreement for two (2) yearsone year. The representations and warranties will not be affected or reduced as a result of any investigation or knowledge of SES or Hongye. (b) The Company agrees to indemnify SES will indemnify, defend and hold harmless each Purchaser Hongye and its affiliatesofficers, directors, employees, affiliates and agents, and the successors to the foregoing (and their respective directors, officers, trustees, members, managersdirectors, employees, investment advisers affiliates and agents), from and against any and all lossesliabilities, claimsdamages and losses and, but only to the extent asserted in any claim, demand, action, suit or proceeding made or brought by any person who or which is not a party to this Agreement or who or which is not an affiliate of any Party to this Agreement (such claim, a “Third-Party Claim”), punitive damages, liabilities and all costs or expenses, including reasonable attorneys’ and consultants’ fees and expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigatingrespect of Third-Party Claims or claims between the Parties hereto (collectively, preparing “Damages”), to the extent incurred or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject suffered as a result of or arising out of (i) the failure of any representation or warranty made by SES in Clause 7 to be true and correct as of the date hereof or as of the Closing Date or (ii) breach of representation, warranty, any covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Personherein; provided, thathowever, that SES will not be liable to Hongye under this Clause 9(b) unless the aggregate amount of Damages exceeds US$150,000, and then only for those Damages in excess of such Person agrees amount; provided, further, that the liability of SES under this Clause 9(b) to reimburse such amounts that have been finally judicially determined Hongye will not exceed, in the aggregate, an amount equal to have resulted from such Person’s US$1,800,000. Notwithstanding anything contained in this Agreement to the contrary, none of the limitations in the preceding sentence shall apply in the case of fraud or willful misconductintentional misrepresentation. (c) Any Person entitled Hongye will indemnify, defend and hold harmless SES and its officers, directors, employees, affiliates, stockholders and agents, and the successors to indemnification hereunder shall the foregoing (and their respective officers, directors, employees, affiliates, stockholders and agents), against any and all Damages, incurred or suffered as a result of or arising out of (i) the failure of any representation or warranty made by Hongye in Clause 6 to be true and correct as of the date hereof or as of the Closing Date or (ii) breach of any covenant herein; provided, however, that Hongye will not be liable under this Clause 9(c) unless the aggregate amount of Damages exceeds US$150,000 and then only for those Damages in excess of such amount; provided, further, that the liability of Hongye under this Clause 9(c) will not exceed, in the aggregate, an amount equal to US$1,800,0000. Notwithstanding anything contained in this Agreement to the contrary, none of the limitations in the preceding sentence shall apply in the case of fraud or intentional misrepresentation. Share Purchase Agreement between SES and Hongye Execution Version (d) If any person who or which is entitled to seek indemnification under Clauses 9(b) or 9(c) (an “Indemnified Party”) receives notice of the assertion or commencement of any Third-Party Claim against such Indemnified Party with respect to which the person against whom or which such indemnification is being sought (an “Indemnifying Party”) is obligated to provide indemnification under this Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty days after receipt of such written notice of such Third-Party Claim. Such notice by the Indemnified Party will describe the Third-Party Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably estimable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in, or, by giving written notice to the indemnifying party of any claim with respect Indemnified Party, to which it seeks indemnification and (ii) permit such indemnifying party to assume assume, the defense of any Third-Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which will be reasonably satisfactory to the Indemnified Party), and the Indemnified Party will cooperate in good faith in such defense. (e) Any Indemnifying Party will have the right to defend the Indemnified Party against any third party claim for which it is entitled to indemnification from such Indemnifying Party under this Clause 9 with counsel reasonably satisfactory to the indemnified party; Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the extent provided in Clauses 9(b) or 9(c), (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that any person entitled to indemnification hereunder shall the Indemnifying Party will have the right financial resources to employ defend against the Third-Party Claim and fulfill their indemnification obligations hereunder, (iii) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party diligently conducts the defense of the Third-Party Claim. So long as the Indemnifying Party has undertaken to conduct the defense of the Third-Party Claim in accordance with this Clause 9 (e), (i) the Indemnified Party may retain separate co-counsel at its sole cost and to expense and participate in the defense of such claimthe Third-Party Claim, but the fees and expenses of such counsel shall be at the expense of such person unless (aii) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall Indemnified Party will not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except consent to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to the giving by Third-Party Claim without the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the prior written consent of the indemnifying partyIndemnifying Party, and (iii) the Indemnifying Party shall keep the Indemnified Party informed as to the status of the claim for which it is providing a defense. Notwithstanding anything to the contrary herein, in the event that (A) any of the conditions in this Clause 9 (e) is or becomes unsatisfied; (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to defend such action within thirty days after the Indemnifying Party received notice of the Third-Party Claim; (C) the Indemnified Party shall have reasonably concluded, based upon written advice of counsel, that it has defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party with respect to such different defenses); or (D) representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding, then the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlementShare Purchase Agreement between SES and Hongye Execution Version settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and, the Indemnifying Party will be responsible for the Indemnified Party’s costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and the Indemnifying Party will remain responsible for the entirety of the Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim. (f) Any claim by an Indemnified Party on account of Damages which does not result from a Third-Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party a written notice thereof. The Indemnifying Party will have a period of twenty days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement or at law. (g) A failure to give timely notice or to include any specified information in any notice as provided in Clause 9(d)or 9(e) will not affect the rights or obligations of any Party hereunder, except and only to the extent that, as a result of such failure, any Party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially prejudiced as a result of such failure. (h) All indemnifiable Damages under this Agreement will be paid in cash in immediately available funds. (i) All indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds or amounts paid by third parties in connection with Damages as of the date that an indemnification payment is due, but in each case only to the extent actually received by the Indemnified Party (net of any applicable deductible or self-insured retention and any costs of collection) as a result of the Damage for which the Indemnified Party is seeking indemnification. Each Party agrees to promptly make a claim against any applicable insurance with respect to any Damage that would otherwise be payable pursuant to Clause 9(b) or 9(c), as applicable. If an Indemnified Party hereunder both collects proceeds from any insurance company or third party and receives a payment from the Indemnifying Party hereunder, and the sum of such proceeds and payment is in excess of the amount payable with respect to the matter that is the subject of the indemnity, then the Indemnified Party shall promptly refund to the Indemnifying Party the amount of such excess. (j) The indemnification provisions of this Clause 9 shall constitute the sole and exclusive remedy for Damages in respect of any breach of or default under this Agreement by any Party and each Party hereby waives and releases any and all statutory, equitable, or common law remedy for Damages any Party may have in respect of any breach of or default under this Agreement.

Survival and Indemnification. (a) The representations, warranties, covenants and agreements contained in this Agreement shall survive A. In the event that the Closing shall occur, then Seller and/or Centerline, whichever is the cause of the transactions contemplated by this Agreement for two Claim (2) years. (b) The Company hereinafter defined), hereby agrees to indemnify indemnify, defend, protect and save and hold harmless each Purchaser Buyer harmless, Buyer's respective successors and its affiliatesassigns, and their respective the officers, directors, officers, trustees, memberspartners, shareholders, managers, employeesmembers, investment advisers agents and agents, employees of any of the foregoing from and against any and all lossessuit, claimsdemand, claim, cause of action, loss, damages, liabilities injury, fine, penalty, obligation to pay money, cost, liability or expense, including investigation costs and expenses attorneys', consultants' and expert witness fees (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigatingcollectively, preparing "CLAIM") that arises, or defending any action, claim or proceeding, pending or threatened and is alleged to have arisen from the costs of enforcement thereof) to which such Person may become subject as a result breach of any breach one or more of representation, warranty, covenant or agreement the representations and warranties of Seller and/or Centerline pursuant to Paragraph 7 of this Agreement. B. Upon demand made by Buyer to either or both Seller and/or Centerline (individually, "INDEMNITOR" and collectively, "INDEMNITORS") with respect to any Claim, said Indemnitor shall be performed on the part of the Company under the Transaction Documentsobligated, and will reimburse any such Person for all such amounts as they are incurred by such Person; providedwithin twenty (20) days following said demand, that, such Person agrees to reimburse such amounts that have been finally judicially determined to have resulted from such Person’s fraud or willful misconduct. (c) Any Person entitled to indemnification hereunder shall either (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification pay said Claim on behalf of, and without cost to, Buyer, or (ii) permit such indemnifying party to assume the defense of such claim the Claim on behalf of Buyer, unless both the Indemnitors and Buyer are named in the same litigation and representation of them by the same counsel would be inappropriate. Subject to the foregoing, the indemnifying party shall have the right to conduct and control the defense of any Claim for which it is providing indemnification by counsel it selects, provided that said counsel, and the conduct of the defense, shall be subject to the reasonable approval of Buyer. Buyer shall cooperate fully in the defense of the Claim and shall provide access to all information, documents and witnesses pertinent to the Claim that are under its control. The indemnifying party shall have the right, in its sole discretion, to compromise, settle or otherwise dispose of any Claim for which it has accepted and is providing indemnification pursuant to this Agreement; provided that (i) said settlement does not obligate Buyer to do or refrain from doing anything, other than making a lump-sum monetary payment to the plaintiffs (which payment shall be made on behalf of Buyer by, and at the sole cost and expense of, the indemnifying party), and entering into a mutual release with counsel plaintiffs, which instrument shall be subject to Buyer's reasonable review and approval and shall not impose any obligations that this Agreement precludes from being imposed and shall not require Buyer to make any admission of wrongdoing or fault, (ii) said settlement will not be a matter of public record and the fact of said settlement will not tend to prejudice the conduct of other matters in which Buyer is or may be a defendant, and (iii) the indemnifying party provides Buyer with evidence, reasonably satisfactory to the indemnified party, that the indemnifying party possesses sufficient funds to fully pay for any such settlement; provided provided, however, that any person entitled the indemnified party shall be informed of all material settlement offers and be given a reasonable opportunity to indemnification hereunder comment on same. C. If the Indemnitors do not timely pay the Claim or assume the defense of the Claim in accordance herewith, Buyer shall have the right to employ separate counsel and to participate in pay said Claim or take over the defense of such claimsaid Claim and to settle said Claim on any terms it deems reasonable, but provided that (i) Buyer shall first have given the fees and expenses of such counsel shall be at the expense of such person unless Indemnitors an additional five (a5) the indemnifying party has agreed in writing to pay such fees or expensesbusiness days prior written notice, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that 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 of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement.after

Survival and Indemnification. (a) SECTION 7.1 Indemnification by the Company, the Parent and the -------------------------------------------------- Stockholders. The representationsCompany, warrantiesthe Parent and the Stockholders shall each, covenants jointly ------------ and agreements contained severally, indemnify the Buyer in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for two (2) years. (b) The Company agrees to indemnify respect of, and hold the Buyer harmless each Purchaser and its affiliatesagainst, and their respective directors, officers, trustees, members, managers, employees, investment advisers and agents, from and against any and all lossesdebts, claimsobligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, liabilities fines, fees, penalties, interest obligations, deficiencies, diminutions in value of assets, losses and expenses (including without limitation reasonable and documented attorney amounts paid in settlement, interest, court costs, costs of investigators, fees and disbursements expenses of attorneys, accountants, financial advisors and other documented out-of-pocket experts, and other expenses reasonably of litigation) ("Damages") ------- incurred or suffered by the Buyer or any Affiliate thereof: (a) resulting from, relating to or constituting or arising out of any misrepresentation or breach of warranty of the Company, the Parent or any Stockholder contained in connection with investigatingthis Agreement, preparing any of the agreements contemplated hereby or defending any actioncertificate of the Company, the Parent or any Stockholder delivered at the Closing pursuant to Section 6.2; provided that the party -------- seeking indemnification shall be entitled to indemnification under this clause (a) only if the Damages under this clause (a) exceed $500,000 (in which case the party seeking indemnification shall be entitled to receive the full amount of Damages, including such $500,000); and provided further that the maximum -------- ------- indemnification required to be provided under this clause (a) by each Stockholder other than the Parent shall be the percentage of the aggregate Closing Amount plus the amount of the Escrow Fund plus any amounts payable to the Company pursuant to Sections 1.7(a) and 1.7(b) hereto equal to the percentage of the outstanding Common Stock owned by such Stockholder on the date hereof as reflected on Schedule 2.3 hereto (provided that this limitation shall not apply in the case of a claim based upon fraud or proceeding, pending a breach of a representation or threatened and the costs warranty of enforcement thereof) to which such Person may become subject as a result Stockholder had knowledge); (b) resulting from, relating to or constituting or arising out of failure to perform any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under Company, the Transaction Documents, and will reimburse Parent or any such Person for all such amounts Stockholder contained in this Agreement or the agreements attached as they are incurred by such Person; provided, that, such Person agrees to reimburse such amounts that have been finally judicially determined to have resulted from such Person’s fraud or willful misconduct.exhibits hereto; (c) Any Person entitled resulting from any failure of the Company to indemnification hereunder shall have good title to the Assets, free and clear of any Lien, contractual restriction or covenant, option or other adverse claims; (d) relating to the operation of the Business or the Assets prior to the Closing Date, other than (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification Assumed Liabilities and (ii) permit such indemnifying party customer refunds issued following the date four months following the Closing Date, other than refunds relating to assume the defense or arising from any claim by, investigation of such or consent decree with a Governmental Entity (provided that nothing in clauses (i) or (ii) of this clause (d) shall prevent an indemnification claim with counsel reasonably satisfactory under any other clause of this Section 7.1); (e) relating to the indemnified party; provided that Excluded Assets; (f) relating to any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claimclaims against, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person liabilities or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying partyobligations of, the indemnifying party shall Company or against the Assets not have specifically assumed by the right Buyer pursuant this Agreement; (g) relating to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Company or the transactions contemplated by this Agreement; (h) relating to any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except Taxes attributable to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent operation of the indemnified partyBusiness prior to the Closing Date; (i) consisting of, consent relating to, or arising from the Refund Payments or the FTC Settlement; or (j) relating to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff matter required to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlementbe disclosed on Schedule 2.12 hereto.

Survival and Indemnification. The representations and warranties of the Purchasers and the Company contained herein shall survive for a period of eighteen months following Initial Closing (a) The representations, warranties, covenants the “Survival Period”). In consideration of the Purchasers’ execution and agreements contained in delivery of this Agreement and acquiring the Series D Shares and Warrants hereunder and in addition to all of the Company’s other obligations under this Agreement, the Company shall, and shall survive cause the Closing Company Group to, defend, protect, indemnify and hold harmless the Purchasers and all of their Affiliates, officers, managers, advisors, directors, employees and agents (including those retained in connection with the transactions contemplated by this Agreement for two Agreement) (2collectively, the “Indemnitees”) years. (b) The Company agrees to indemnify and hold harmless each Purchaser and its affiliates, and their respective directors, officers, trustees, members, managers, employees, investment advisers and agents, from and against any and all Claims, losses, claimscosts, damagespenalties, liabilities fees, Liabilities, damages and expenses (including without limitation costs of suit and all reasonable and documented attorney attorneys’ fees and disbursements and other documented out-of-pocket expenses reasonably incurred expenses) in connection with investigatingtherewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought) or other liabilities, preparing losses, or defending diminution in value (the “Indemnified Liabilities”), incurred by the Indemnitees or any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject them as a result of, or arising out of, or relating to (i) the breach of any representation or warranty contained in this Agreement or in any Related Document, (ii) the breach of representationany promise, warrantyagreement or covenant contained in this Agreement or in any Related Document, covenant or (iii) the execution, delivery, performance or enforcement of this Agreement and any other instrument, document or agreement executed pursuant hereto by any of the Indemnitees. The Company shall, and shall cause the Company Group to, reimburse the Indemnitees for the Indemnified Liabilities as such Indemnified Liabilities are incurred. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall, and shall cause the Company Group to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person; provided, that, such Person agrees to reimburse such amounts that have been finally judicially determined to have resulted from such Person’s fraud or willful misconduct. (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and providedthe Indemnitee or any officer, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim director or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that 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 controlling Person of such claim or litigation. No indemnified party will, except with Indemnitee and will survive the consent transfer of the indemnifying party, consent to entry of any judgment or enter into any settlementSecurities.

Survival and Indemnification. (a) The representations, warranties, covenants and agreements of the parties contained in this Agreement Article IX and the representations and warranties contained in Section 3.14 shall survive the Closing and shall remain in full force and effect until ninety (90) days following the expiration of the transactions contemplated applicable statutes of limitations with respect to any Taxes that would be indemnifiable under this Article IX. The procedures set forth in Section 8.04 shall apply to any claims made by the parties to this Agreement for two (2) years. (b) The Company agrees pursuant to this Article IX. Seller shall indemnify and hold harmless each Purchaser and its affiliates, and their respective directors, officers, trustees, members, managers, employees, investment advisers and agents, from and the Company against any and all lossesLosses as a result of, claimsor arising out of, damagesany breach of representation or warranty in Section 3.14 or any covenant made by Seller in this Article IX, liabilities provided, however, that, subject to the next sentence hereof, Purchaser shall be entitled to indemnification under this Article IX only if and expenses (including without to the extent that the aggregate amount of claims made under this Article IX exceeds $500,000 and in no event shall the indemnification obligation of Seller under this Article IX exceed $10,000,000 in the aggregate. Seller and Purchaser agree that the deductible and limitation reasonable on liability set forth in the immediately preceding sentence do not apply to claims relating to the Election. Purchaser shall indemnify and documented attorney fees hold harmless Seller against any and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject all Losses as a result of or arising out of any breach of representation, warranty, any covenant or agreement (without limiting the ability to enforce such covenant directly) made by Purchaser in this Article IX and shall reimburse Seller upon demand (or credit Seller against amounts otherwise then payable by Seller pursuant to be performed on the part this Agreement, if any) for any overpayments that may have been made (including overpayments of estimated amounts, payments made by Seller, the Company under the Transaction Documents, and will reimburse any such Person for all such amounts or Jacobson directly as they are incurred a result of a direct claim by such Person; provided, that, such Person agrees ox xxxxxation to reimburse such amounts a Tax authority that should have been finally judicially determined to have resulted from such Person’s fraud or willful misconduct. (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice subject to the indemnifying party of any claim with respect above deductible or limitation on liability, amendments to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory Tax Returns or other similar circumstances). Notwithstanding anything to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate contrary in the defense of such claimthis Agreement, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party provisions contained in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection this Article IX conflict with any proceeding provision of Article VIII hereof, the provisions contained in Article IX shall control. The remedies contained in this Article IX shall be the same jurisdictionsole recourse of the parties hereto and their respective Affiliates for all losses, be liable for fees liabilities, claims, damages or expenses related to or arising, directly or indirectly, out of more than one separate firm or relating to Taxes, Section 3.14 and this Article IX, the transactions contemplated hereby or otherwise arising at law, under any statute or in equity, and each party hereto has waived any and all rights, claims, causes of attorneys at any time for all such indemnified parties. No indemnifying party will, except with action and other remedies it or its Affiliates may have against the consent other relating to the subject matter of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof foregoing other than the giving by the claimant or plaintiff to such indemnified party of a release from all liability remedies expressly provided in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlementthis Article IX.

Survival and Indemnification. (a) The All representations, warranties, covenants and agreements contained in this Agreement, or in any schedule, certificate, document or statement delivered pursuant hereto, shall survive (and not be affected in any respect by) the Closing, any investigation conducted by any party hereto and any information which any party may receive. Notwithstanding the foregoing, the representations and warranties contained in or made pursuant to this Agreement shall survive terminate on, and no claim or action with respect thereto may be brought after, the Closing date that is 270 days after the Effective Date (the (“Expiration Date”), except that the representations and warranties contained in Section 0 of this Agreement and breaches of representations, warranties and covenants arising out of or related to the fraud or willful misconduct of any of the transactions contemplated by Principal Shareholders, Parent or Merger Sub shall survive indefinitely. The representations and warranties which terminate on the Expiration Date, and the liability of any party with respect thereto pursuant to this Agreement Section 0, shall not terminate with respect to any claim, whether or not fixed as to liability or liquidated as to amount, with respect to which the appropriate party has been given written notice setting forth the facts upon which the claim for two (2) yearsindemnification is based prior to the third anniversary of the Effective Date, as the case may be. (ba) The Company agrees Subject to the provisions of this Section 0, each of the Principal Shareholders, Parent and Merger Sub (collectively, the “Indemnifying Parties”) shall severally, and not jointly, indemnify and hold harmless each Purchaser the Company and its affiliatesthe Company’s past, present and their respective future officers, directors, officers, trustees, members, managersstockholders, employees, investment advisers attorneys, and agentsagents (and after the Closing, the Principal Shareholder shall also indemnify Parent) (collectively, the “Indemnified Parties”) from and against any Losses (as defined hereinafter) including, without limitation, any reasonable legal expenses to the extent arising from, relating to or otherwise in respect of (i) any inaccuracy or breach of any representation or warranty of the Principal Shareholders, Parent and Merger Sub contained in Sections 0, 0 or 0 of this Agreement (as of the date hereof, or as of the Closing) or of any representation, warranty or statement made in any schedule, certificate, document or instrument delivered by the Principal Shareholders, Parent and Merger Sub or any officer of any of them at or in connection with the Closing, in each case without giving effect to any materiality qualification (including qualifications indicating accuracy in all material respects), (ii) the breach by the Principal Shareholders, Parent and Merger Sub, of or failure by the Principal Shareholders, Parent and Merger Sub to perform any of their respective covenants or agreements contained in this Agreement, or (iii) any Liabilities of Parent, other than the Retained Liabilities. Each Indemnifying Party specifically acknowledges and agrees that any Indemnified Party may proceed against any Indemnifying Party under this Section 0 without contemporaneously, or at any time, proceeding against any other Indemnifying Party. As used herein, “Losses” shall mean any and all lossesdemands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, payments, liabilities or obligations (including those arising out of any action, such as any settlement or compromise thereof or judgment or award therein) and any fees, costs and expenses (including without limitation reasonable related thereto, and documented attorney fees the term “legal expenses” shall mean the fees, costs and disbursements expenses of any kind incurred by any party indemnified herein and other documented out-of-pocket expenses reasonably incurred its counsel in connection with investigating, preparing for, defending against or defending any actionproviding evidence, claim producing documents or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person; provided, that, such Person agrees to reimburse such amounts that have been finally judicially determined to have resulted from such Person’s fraud or willful misconduct. (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim taking other action with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such threatened or asserted claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that 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 of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement.

Survival and Indemnification. (a) The liability of Buyer and Sellers under each of their respective representations, warranties, and covenants and agreements contained in this Agreement shall survive the Closing and execution and delivery of the transactions contemplated by this Agreement for two (2) yearsAssignment. (b) The Company agrees to indemnify Sellers shall be responsible for and shall indemnify, hold harmless each Purchaser and its affiliatesharmless, discharge, release, and their respective directors, officers, trustees, members, managers, employees, investment advisers and agents, defend Buyer from and against any and all lossesliabilities: (i) relating to the Assets, but solely to the extent such liabilities are attributable to the period prior to the Effective Date; and (ii) arising from the inaccuracy of any representation or warranty of Sellers in this Agreement; provided, that the Sellers shall not be liable in respect of any representation or warranty to the extent of any matter or circumstance that has been fairly disclosed to Buyer in Exhibit E. (c) Sellers shall be entitled to all income, receipts, rebates, benefits, credits and other value accruing to the Assets prior to the Effective Date; (d) Buyer shall be responsible for and shall indemnify, hold harmless, discharge, release, and defend Sellers from and against any and all liabilities: (i) relating to the Assets, but solely to the extent such liabilities accrued on or after the Effective Date; and (ii) arising from the inaccuracy of any representation or warranty of Buyer in this Agreement. (e) Subject to the terms of this Agreement, Buyer shall be entitled to all income, receipts, rebates, benefits, credits and other value accruing to the Assets on or after the Effective Date and Sellers shall pay to Buyer an amount equal to any such income, receipts, rebates, benefits, credits, and other value received by Sellers after the Effective Date within 10 days of Sellers’ receipt thereof. (f) As used in this Clause 11, the term “liabilities” means damages, claims, damageslosses, liabilities and expenses (of any kind or character, including without limitation reasonable and documented attorney fees and disbursements legal and other documented out-of-pocket expenses reasonably incurred in connection with investigatingany claim, preparing demand, or defending any action, claim or proceeding, pending or threatened legal proceeding and the costs of enforcement thereof) to which such Person may become subject as a result all amounts paid in settlement of any breach of representationclaim, warrantydemand, covenant or agreement made by or to legal proceeding. Provided, however, no indemnified party shall be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person; provided, that, such Person agrees to reimburse such amounts that have been finally judicially determined to have resulted from such Person’s fraud or willful misconduct. (c) Any Person entitled to indemnification hereunder shall recover: (i) give prompt written notice to the indemnifying party of for any claim liabilities arising under this Agreement or in connection with or with respect to which it seeks indemnification the transactions contemplated in this Agreement in any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party; (ii) permit such indemnifying party to assume the defense of such claim special, exemplary, and indirect or consequential damages arising in connection with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (the transactions contemplated in which casethis Agreement, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying partyincluding without limitation lost profits, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunderlost reserves or lost business opportunities, except to the extent that such failure payable to give notice shall materially adversely affect a third party. (g) Notwithstanding anything to the indemnifying party contrary contained in this Agreement, other than the defense provisions of any such claim or litigation. It is understood that Clause 6.4(a)(iv), including without limitation, subsections (a) through (f) inclusive, above, the indemnifying party shall notliability of Sellers for Sellers’ representations, warranties, and indemnities and Title Defects as provided in connection with any proceeding Clause 6 will: (i) be subject to a deductible of US$50,000.00 (in the same jurisdiction, aggregate); (ii) be liable for fees or expenses of more than one separate firm of attorneys capped at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that 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 $3,000,000 (in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement.aggregate); and

Survival and Indemnification. (a) All parties acknowledge that since the ---------------------------- original closing date of the HL Agreement, Buyer or SFI has been in control of the business of HL. The following provisions regarding survival and indemnification are not intended to be inconsistent with, or supersede, any provisions regarding survival and indemnification contained in the HL Agreement and are specifically restricted to survival of representations and warranties and indemnification for claims relating to Seller's ownership of the Minority Interest and the transfer of same to Buyer. 11.1 All representations, warrantieswarranties and agreements made by Buyer or Seller in this Agreement (including statements contained in any exhibit or schedule attached hereto), shall survive the execution, delivery and performance of this Agreement and any investigations, inspections, examinations, or audits made by or on behalf of the parties. All such representations and warranties shall remain in full force and effect until the expiration of the applicable statute of limitations, or an action at law or in equity shall have been commenced or filed, in good faith, on or prior to such dates. Nothing in this Section shall affect the obligations and indemnities of the parties with respect to the covenants and agreements contained in this Agreement shall survive that are permitted or required to be performed, in whole or in part, after the Closing of the transactions contemplated by this Agreement for two (2) yearsDate. (b) The Company 11.2 Buyer agrees to indemnify Seller and hold it harmless each Purchaser against and its affiliates, and their respective directors, officers, trustees, members, managers, employees, investment advisers and agents, from and against in respect of any and all lossesdamages, claims, damageslosses, liabilities expenses, costs, obligations and expenses (liabilities, including without limitation court costs and reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigatingattorneys' fees, preparing which arise or defending any action, claim result from or proceeding, pending are incident or threatened and the costs of enforcement thereof) related to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person; provided, that, such Person agrees to reimburse such amounts that have been finally judicially determined to have resulted from such Person’s fraud or willful misconduct. (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice the inaccuracy of any representation or breach of any warranty of Buyer, or (ii) any default of the commitments or obligations of Buyer under this Agreement, or (iii) by reason of any act or omission of Buyer which constitutes a breach or default under this Agreement. Buyer shall reimburse Seller on demand for any payment made or loss suffered by them at any time after the execution of the Agreement, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect of any damages to which the foregoing indemnity relates. Consummations of the transaction contemplated under this Agreement shall not be deemed or construed to be a waiver of any right or remedy of the Seller, nor shall this Section or any other provision of this Agreement be deemed or construed to be a waiver of any ground of defense by them. 11.3 The party indemnified hereunder (the "Indemnitee") shall promptly notify the indemnifying party (the "Indemnitor") of the existence of any claim with respect claim, demand, or other matter involving liabilities to third parties to which it seeks the Indemnitor's indemnification obligations would apply and shall give the Indemnitor 30 days (iior such shorter period as required by the contingencies of such claim, demand or other matter involving liabilities to third parties) permit such indemnifying party in which to assume elect to defend the same at its own expense and with counsel of its own selection (who shall be approved by the Indemnitee, which approval shall not be unreasonably withheld); provided that the Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. If the Indemnitor shall, within such 30-day period, fail to defend, the Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense of the Indemnitor. Except as provided above, the Indemnitee shall not compromise or settle the claim or other matter without the written consent of the Indemnitor, such consent not to be unreasonably withheld. If the claim with counsel is one that cannot by its nature be defended solely by the Indemnitor, the Indemnitee shall make available all information and assistance that the Indemnitor may reasonably satisfactory to the indemnified partyrequest; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and associated expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving paid by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlementIndemnitor.

Survival and Indemnification. (a) The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for two (2) yearsthe applicable statute of limitations. (b) The Company agrees to indemnify and hold harmless each the Purchaser and its affiliatesAffiliates, and their respective directors, officers, trustees, members, managers, employees, investment advisers advisors and agents, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documentsthis Agreement, and will reimburse any such Person for all such amounts as they are incurred by such Person; provided, that, such Person agrees solely to reimburse the extent such amounts that have been finally judicially determined not to have resulted from such Person’s actual fraud or willful misconduct. (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person Person unless (aA) the indemnifying party has agreed in writing to pay such fees or expenses, (bB) the indemnifying party shall have failed after a reasonable period of time to assume the defense of such claim and employ counsel reasonably satisfactory to such person Person or (cC) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that 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 of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement.