Common use of Indemnification Proceedings Clause in Contracts

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 10(b) (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 10(b) (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 10(b) except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationlitigation and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party so long as the Indemnifying Party has acknowledged in writing its obligation to indemnify and is in compliance with all of its obligations hereunder to indemnify the Indemnified Party for all amounts in connection with such claim or litigation and which consent shall not be unreasonably withheld. The reimbursement required by If the defendants in any action subject to this Section 13 10(b) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be made by periodic payments during reasonable defenses available to it which are different from or additional to those available to the course Indemnifying Party or if the interests of the investigation or defenseIndemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 12.8 (the "Indemnified Party"indemnified party) shall give notice to the party required to provide indemnification pursuant to this Section 13 12.8 (the "Indemnifying Party"indemnifying party) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 12.8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 12.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense and settlement of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, Party who shall conduct the defense of such claim or litigation, litigation shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such failure actually prejudices such Indemnifying Party is damaged solely as a result of the failure to give noticeParty's substantive rights or defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified PartyParty (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such the indemnified party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged prejudiced solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 4(c) (the "Indemnified Partyindemnified party") shall ------------------- give notice to the party required to provide indemnification pursuant to this Section 13 4(c) (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party -------------------- acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party-------- indemnifying party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that ----------------- the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (ciii) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 4 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 4(c) shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 7 (the "Indemnified Partyindemnified party") shall will give notice to the party required to provide indemnification pursuant to this Section 13 7 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall will permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall will conduct the defense of such claim or litigation, shall must be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall will not relieve the Indemnifying Party any indemnifying party of its obligations under this Section 13 7 except if and to the extent that the such failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged actually prejudiced solely as a result of the such failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shallwill, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall 7 will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred, and may be conditioned upon an undertaking by the indemnified party to reimburse the indemnifying party in the event the indemnified party is finally determined by a court of competent jurisdiction not to be entitled to indemnification.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 9 (the "Indemnified Partyindemnified party") shall give notice to the party required required, to provide indemnification pursuant to this Section 13 9 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such the indemnified party's expense; and provided, further, further that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 9, except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and indemnifying party is materially prejudiced by such Indemnifying Party is damaged solely as a result of the failure to give noticefailure. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to of such claim or litigation. The reimbursement required by this Section 13 9 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 6 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 6 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided PROVIDED that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 6 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses expense, loss, damage, or liability is incurred.

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 12 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 12 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 12 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Indemnifying Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 12 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 6 (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 6 (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, Party who shall conduct the defense of such claim or litigation, litigation shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 6 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 4.7 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 4.7 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (cd) shall not relieve the Indemnifying Party of its obligations under this Section 13 4.7 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 4.7 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this the another party under Section 13 11.2 or Section 11.3 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.5, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and not prejudicial to the Indemnifying Party. In each such instance, the Indemnifying Party is damaged solely as a result of shall employ counsel reasonably acceptable to the failure Indemnified Party. If the Indemnifying Party elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party (i) elects not to assume the defense of such claim or demand, except with (ii) fails to give notice to the consent of each Indemnified Party during the Notice Period, (iii) fails to employ counsel reasonably acceptable to the Indemnified Party, (iv) the Indemnified Party reasonably concludes that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (v) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel and counsel for the Indemnifying Party concurs with that advice, the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the expense of the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such claim or demand, (i) no compromise, admission or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such each Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredall claims asserted.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, Party who shall conduct the defense of such claim or litigation, litigation shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 13 3.6 (the "Indemnified Partyindemnified party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 13 3.8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, . shall be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 3.6 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, indemnifying party. in the defense of any such claim or litigation, shall, . except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 3.6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 6 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided PROVIDED that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 6 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses expense, loss, damage, or liability is incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 12 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 12 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 12 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 12 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (cR) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party Any Person entitled to indemnification under Section 6.1 or Section 6.2 agrees to give prompt written notification to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefromAgreement; provided that counsel for failure to give such notification shall not affect the Indemnifying Partyobligations of the indemnifying party pursuant to Section 6.1, who Section 6.2 or Section 6.4 except to the extent the indemnifying party shall conduct the defense have been actually prejudiced as a result of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expensefailure; and provided, further, that if the failure by any Indemnified Party indemnified party shall fail to give provide such notice as provided in this paragraph (c) to the indemnifying party, then the indemnifying party shall not relieve be required to pay the Indemnifying Party costs and expenses of its obligations under Section 13 except such indemnified party incurred by such indemnified party during the period commencing on the date such indemnified party was required to provide such notice to the indemnifying party and ending on the date that the indemnifying party has knowledge of such action, suit, proceeding or investigation. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure results in a failure of actual notice it shall wish, jointly with any other indemnifying party similarly notified, to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationthereof, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff counsel reasonably satisfactory to such Indemnified Party of a release indemnified party, and after notice from all liability in respect the indemnifying party to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during indemnified party of its election so to assume the course of defense thereof, the investigation or defense, as and when bills are received or expenses incurred.indemnifying party shall

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 9.8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 9.8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 9.8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 9.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 3.8 (the "Indemnified Party"indemnified party) shall give notice to the party required to provide indemnification pursuant to this Section 13 3.8 (the "Indemnifying Party"indemnifying party) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) 3.8.3. shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 3.8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 3.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 6 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefromthere from; provided PROVIDED that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 6 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses expense, loss, damage, or liability is incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 2.06 (the "Indemnified Party"indemnified party) shall give notice to the party required to provide indemnification pursuant to this Section 13 2.06 (the "Indemnifying Party"indemnifying party) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 2.06 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 2.06 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 9 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 9 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 9 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.this

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 7.9 (the "Indemnified Party"“indemnified party”) shall give notice to the party required to provide indemnification pursuant to this Section 13 7.9 (the "Indemnifying Party"“indemnifying party”) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 7.9 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 7.9 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified PartyINDEMNIFIED PARTY") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided PROVIDED that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any Indemnified Party to give notice as provided in this paragraph (cC) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 7.8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 7.8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 7.8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 7.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.