Common use of Notifications and Other Indemnification Procedures Clause in Contracts

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and 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) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallwill, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party that the indemnified party may designate in such proceeding and shall pay the actual and reasonable fees and disbursements of such counsel related to such proceeding as incurred. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless except to the extent that (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii3) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallwill, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party that the indemnified party may designate in such proceeding and shall pay the actual and reasonable fees and disbursements of such counsel related to such proceeding as incurred. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii3) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt 8 of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under this Section 8, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 98, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under Section 8(a) or (b) above unless and only to the extent it is materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this indemnification obligation provided in Section 9 unless, 8(a) and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party(b) above. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notifiednotified by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably concluded (based on advice and the indemnifying party, and the indemnified party shall have been advised by counsel that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Representatives in the case of Section 8(a) or the Company in the case of Section 8(b), representing the indemnified parties under such Section 8(a) or (ivb), as the case may be, who are parties to such action or actions), (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claimwaived in writing its rights under this Section 8, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall10 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 910, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 10 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 10 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party that the indemnified party may designate in such proceeding and shall pay the actual and reasonable fees and disbursements of such counsel related to such proceeding as incurred. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless except to the extent that (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii3) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 10 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 5 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 95, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 5 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will ; provided, however, that if, the Representative has reasonably concluded based upon the advice of counsel that it is advisable for the Underwriters to be represented as a group by separate counsel, the employment of separate counsel at the expense of the Company is authorized in writing by the Company or the Company shall not have employed counsel to have charge of the defense of such action, the Representative shall have the right to employ its own a single counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available local counsel) to represent the indemnifying partyRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under Section 5.1.1, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case event the indemnifying party shall not have the right to direct the defense reasonable fees and expenses of such action on behalf of the indemnified party) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of separate counsel shall be at the expense of borne by the indemnifying party or partiesparties and reimbursed to the Underwriters as incurred. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (and local counsel) admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 9(a) 5.1.2 effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and 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) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases case the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly Promptly after receipt by an indemnified party under Section 7(a) or (b) of notice of the commencement of any action against action, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an indemnifying party under Section 7(a) or parties under this Section 9(b), notify each such the indemnifying party in writing of the commencement of such action, enclosing a copy of all papers servedthereof, but the omission so to notify such the indemnifying party shall will not relieve the indemnifying party from any liability that which it may have to any indemnified party for contribution under Section 8 below or otherwise under the foregoing provisions of this indemnity agreement contained in Section 9 unless7(a) or (b), and only except to the extent that, such omission results in the forfeiture indemnifying party is materially prejudiced as a proximate result of substantive rights or defenses by the indemnifying partysuch failure. If In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of its commencementparty, the indemnifying party will be entitled to participate in in, and, to the extent that it elects shall elect, jointly with all other indemnifying parties similarly notified, by delivering written notice delivered to the indemnified party promptly after receiving the aforesaid notice of the commencement of the action from the such indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party, party and after notice from the indemnifying party to and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with conducting the defense. The indemnified party will have the right to employ its own counsel in defense of any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) action or that there may be legal defenses available to it or and/or other indemnified parties that which are different from or in addition additional to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party parties shall not have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified partyparty of counsel (which shall not be unreasonably withheld, delayed or conditioned), the indemnifying party or parties will not be liable to such indemnified party under Section 7(a) or (ivb) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate firm of attorneys (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Representatives (in the case of counsel for the indemnified parties referred to in Section 7(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 7(b) above)), (ii) the indemnifying party has shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the actionaction or (iii) the indemnifying party authorizes the indemnified party to employ separate counsel at the indemnifying party’s expense, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified partyits own counsel, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel (including local counsel, if necessary) in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and 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) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 5 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 95, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 5 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The ; provided, however, that if, (A) the indemnified party will have party(ies) has reasonably concluded based upon the right advice of counsel that it is advisable for the indemnified party(ies) to employ its own be represented (as a group in the case of the Underwriters) by separate counsel, (B) the employment of separate counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (ithe indemnifying party(ies) the employment of counsel by the indemnified party has been is authorized in writing by the indemnifying party, party(ies) or (iiC) the indemnified party has reasonably concluded (based on advice indemnifying party(ies) shall not have employed counsel to have charge of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying partydefense of such action, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified partyparty(ies) between the indemnified party and the indemnifying party (in which case the indemnifying party shall not have the right to direct employ a single counsel (in addition to local counsel) to represent the defense indemnified party(ies) who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under this Section 5, in which event the reasonable fees and expenses of such action on behalf of the indemnified party) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of separate counsel shall be at the expense of borne by the indemnifying party or partiesparties and reimbursed to the indemnified party(ies) as incurred. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (and local counsel) admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 9(a) 5.1.2 effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall5.1 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 95.1, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 5.1 unless, and only to the extent that, such omission results in the indemnifying party being materially prejudiced by the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of of, the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (iA) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (iiB) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iiiC) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (ivD) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (ix) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (iiy) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallwill, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party that the indemnified party may designate in such proceeding and shall pay the actual and reasonable fees and disbursements of such counsel related to such proceeding as incurred. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i1) the employment of counsel by indemnifying party and the indemnified party has been authorized in writing by shall have mutually agreed to the retention of such counsel or (2) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between and the indemnified party and representation of both parties by the indemnifying party (in which case the indemnifying party shall not have the right same counsel would be inappropriate due to direct the defense of such action on behalf of the indemnified party) actual or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or partiespotential differing interests between them. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 9(a), and by the Company, in the case of parties indemnified pursuant to Section 9(b). All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 8 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 98, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 8 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified partyits own counsel, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel (including local counsel, if necessary) in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and 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) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 8 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a8(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt 11 of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under this Section 11, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 911, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under Section 11(a), (b) or (c) above unless and only to the extent it is materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this indemnification obligation provided in Section 9 unless11(a), and only to the extent that, such omission results in the forfeiture of substantive rights (b) or defenses by the indemnifying party(c) above. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notifiednotified by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably concluded (based on advice and the indemnifying party, and the indemnified party shall have been advised by counsel that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 11 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Representatives in the case of Section 11(a) or 11(b) or by the Company or the Selling Stockholders, as applicable, in the case of Section 11(c), representing the indemnified parties under such Section 11(a), (b) or (ivc), as the case may be, who are parties to such action or actions), (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claimwaived in writing its rights under this Section 11, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallwill, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party that the indemnified party may designate in such proceeding and shall pay the actual and reasonable fees and disbursements of such counsel related to such proceeding as incurred. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii3) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which if such consent will not be unreasonably withheld or delayedis required by this Section 9(c). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt 8 of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under this Section 8, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 98, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under paragraph (a) or (b) above unless and only to the extent it is materially prejudiced as a result thereof and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this Section 9 unless, indemnification obligation provided in paragraphs (a) and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party(b) above. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably concluded (based on advice and the indemnifying party, and the indemnified party shall have been advised by counsel in writing that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Initial Purchaser in the case of paragraph (a) of this Section 8 or the Company in the case of paragraph (b) of this Section 8, representing the indemnified parties under such paragraph (a) or paragraph (ivb), as the case may be, who are parties to such action or actions), (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claimwaived in writing its rights under this Section 8, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallwill, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission to so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party (who shall not, without the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counselcounsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii3) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified under this Section 9 shall, promptly after receipt of notice of commencement of any action against such party party”) in respect of which a claim is indemnity may be sought against any of the EAC Parties or an Underwriter (as applicable, the “indemnifying party”) pursuant to be made against an indemnifying party subsection (a) or parties under (b), respectively, of this Section 96, such indemnified party shall promptly notify each such indemnifying party in writing of the commencement institution of such actionProceeding and such indemnifying party shall assume the defense of such Proceeding, enclosing a copy including the employment of counsel reasonably satisfactory to such indemnified party and payment of all papers servedfees and expenses; provided, but however, that the omission failure to so to notify such indemnifying party shall not relieve the such indemnifying party from any liability that it which such indemnifying party may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only or otherwise to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action it is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except materially prejudiced as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defensea result thereof. The indemnified party will or parties shall have the right to employ its or their own counsel in any such actioncase, but the fees, fees and expenses and other charges of such counsel will shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel by the indemnified party has shall have been authorized in writing by the indemnifying partyparty in connection with the defense of such Proceeding or the indemnifying party shall not have, (ii) within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party has or parties shall have reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that them which are different from from, additional to or in addition to conflict with those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the such indemnifying party (in which case the such indemnifying party shall not have the right to direct the defense of such action Proceeding on behalf of the indemnified party) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the ), in any of which events such fees and expenses shall be borne by such indemnifying party or parties and paid as incurred (it being understood, however, that such indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, not be liable for the reasonable fees, disbursements fees and other charges expenses of more than one separate firm admitted counsel (in addition to practice any local counsel) in such jurisdiction at any one time for all Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party or partiesProceeding). All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An The indemnifying party shall not be liable for any settlement of any action or claim Proceeding effected without its written consent (which consent will not be unreasonably withheld but, if settled with its written consent, such indemnifying party agrees to indemnify and hold harmless the indemnified party or delayed)parties from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not Proceeding in respect of which any indemnified party is or could have been a party thereto)and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each such indemnified party from all liability arising or on claims that may arise out are the subject matter of such claim, action or proceeding Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallwill, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party that the indemnified party may designate in such proceeding and shall pay the actual and reasonable fees and disbursements of such counsel related to such proceeding as incurred. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless except to the extent that (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii3) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.this

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and 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) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred, provided that the indemnified party executes an undertaking to reimburse amounts paid if indemnification is unavailable hereunder. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under Section 8.1, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 9Section, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under Section 8.1 unless and only to the extent it is materially prejudiced as a proximate result thereof and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this indemnification obligation provided in Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party8.1. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notifiednotified by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably and the indemnifying party, and the indemnified party shall have concluded (based on advice that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and reasonable approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances) or (ivii) the indemnifying party has not authorized in fact employed writing the employment of counsel reasonably satisfactory to for the indemnified party to assume at the defense of such action within a reasonable time after receiving notice expense of the commencement of the actionindemnifying party, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse waived in writing its rights under this Section, in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallwill, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other reasonable and documented legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the reasonable and documented fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii3) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt 8 of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under this Section 8, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 98, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under Section 8(a) or (b) above unless and only to the extent it is materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this indemnification obligation provided in Section 9 unless, 8(a) and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party(b) above. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notifiednotified by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably concluded (based on advice and the indemnifying party, and the indemnified party shall have been advised by counsel that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Representative in the case of Section 8(a) or the Company in the case of Section 8(b), representing the indemnified parties under such Section 8(a) or (ivb), as the case may be, who are parties to such action or actions), (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claimwaived in writing its rights under this Section 8, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt 7 of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under this Section 7, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 97, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under Section 7(a) or (b) above unless and only to the extent it is materially prejudiced (through the forfeiture of substantive rights and defenses) as a proximate result thereof and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this indemnification obligation provided in Section 9 unless, 7(a) and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party(b) above. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notifiednotified by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably and the indemnifying party, and the indemnified party shall have concluded (based on advice that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Representatives in the case of Section 7(a) or the Company in the case of Section 7(b), representing the indemnified parties under such Section 7(a) or (ivb), as the case may be, who are parties to such action or actions), (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse waived in writing its rights under this Section 7, in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. 5.3.1. Any party that proposes to assert the right to be indemnified under this Section 9 shall5 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 95.3, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 5 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 5 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after within fourteen (14) calendar days of receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of of, the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable and documented out-of-pocket costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (iA) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (iiB) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iiiC) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) ), or (ivD) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (ix) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (iiy) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 5.3.2. If at any time the Company assumes the defense of a third-party claim and any of the conditions set forth in this Section 5.3 are not satisfied, the Indemnified Persons shall have the same rights as set forth in this Section 5.3 as if the Company never assumed the defense of such claim. If the Company assumes the defense of any third-party claim in accordance with the terms hereof, the Company shall have the right, upon thirty (30) calendar days’ prior written notice to the Indemnified Persons, to consent to the entry of judgment with respect to, or otherwise settle such third-party claim; provided, however, that with respect to such consent to the entry of judgment or settlement, the Indemnified Person will not have any liability and will be fully indemnified with respect to all third-party claims. Notwithstanding the foregoing, if at any time an indemnified the Company shall not have the right to consent to the entry of judgment with respect to, or otherwise settle a third-party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if claim if: (i) the consent to judgment or settlement of such settlement is entered into more than 45 days after receipt by such indemnifying third party of claim involves equitable or other non-monetary damages against the aforesaid requestIndemnified Persons, or (ii) in the reasonable judgment of the Indemnified Person, such indemnifying party settlement would have a continuing effect on the Indemnified Person’s business (including any material impairment of its relationships with customers and suppliers), without the prior written consent of the Indemnified Person. In addition, the Indemnified Person shall have received notice of the sole and exclusive right to settle any third-party claim on such terms of such settlement at least 30 days prior and conditions as it deems reasonably appropriate, (x) if the Company fails to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party assume the defense in accordance with such request prior the terms hereof, or (y) to the date of extent such settlementthird-party claim involves only equitable or other non-monetary relief, and shall have the right to settle any third-party claim involving monetary damages with consent, which consent shall not be unreasonably withheld.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the reasonable fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and 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) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (in addition to any local counsel) admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified ​ party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallwill, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party that the indemnified party may designate in such proceeding and shall pay the actual and reasonable fees and disbursements of such counsel related to such proceeding as incurred. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv3) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. In the case of any such separate firm for the indemnified party, such firm shall be designated in writing by the Underwriters in the case of Section 9(a), and by the Company in the case of Section 9(b). An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under this Section, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 9Section, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under Section 8(a) or (b) above unless and only to the extent it is materially prejudiced (as determined by a final, non-appealable judgment by a court of a competent jurisdiction) as a proximate result thereof and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this indemnification obligation provided in Section 9 unless, 8(a) and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party(b) above. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notifiednotified by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably and the indemnifying party, and the indemnified party shall have concluded (based on advice that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Initial Purchasers in the case of Section 8(a) or the Company in the case of Section 8(b), representing the indemnified parties under such Section 8(a) or (ivb), as the case may be, who are parties to such action or actions), (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claimwaived in writing its rights under this Section, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under this Section, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 9Section, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under Section 8(a) or 0 above unless and only to the extent it is materially prejudiced as a proximate result thereof and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this indemnification obligation provided in Section 9 unless, 8(a) and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party0 above. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notifiednotified by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably and the indemnifying party, and the indemnified party shall have concluded (based on advice that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of written notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Initial Purchaser in the case of Section 8(a) or the Company in the case of Section 0, representing the indemnified parties under such Section 8(a) or 0, as the case may be, who are parties to such action or actions), (ivii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse waived in writing its rights under this Section, in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and 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) or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted (in addition to practice in such jurisdiction any local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notifications and Other Indemnification Procedures. Any As promptly as reasonably practicable after receipt by an indemnified party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt 11 of notice of the commencement of any action against for which such indemnified party is entitled to indemnification under this Section 11, such indemnified party will, if a claim in respect of which a claim thereof is to be made against an the indemnifying party or parties under this Section 911, notify each such the indemnifying party of the commencement of such action, enclosing a copy of all papers served, thereof in writing; but the omission to so to notify the indemnifying party (i) will not relieve such indemnifying party shall not from any liability under Section 11(a), (b) or (c) above unless and only to the extent it is materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party under other than the foregoing provisions of this indemnification obligation provided in Section 9 unless11(a), and only to the extent that, such omission results in the forfeiture of substantive rights (b) or defenses by the indemnifying party(c) above. If In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of its commencementthe commencement thereof, the indemnifying party will be entitled to participate in therein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified partymay elect, jointly with any other indemnifying party similarly notifiednotified by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party; provided, and after notice from however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of would present such counsel will be at the expense with a conflict of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying partyinterest, (ii) the defendants in any such action include both the indemnified party has reasonably concluded (based on advice and the indemnifying party, and the indemnified party shall have been advised by counsel that a conflict may arise between the positions of counsel) the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, or (iii) the indemnified indemnifying party has shall not have employed counsel reasonably concluded that a conflict or potential conflict exists (based on advice of counsel satisfactory to the indemnified party) between party to represent the indemnified party and within a reasonable time after receipt by the indemnifying party (of notice of the institution of such action, then, in which case each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 11 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified partyparty shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Representatives in the case of Section 11(a) or 11(b) by the Company or the Selling Stockholder, as applicable, in the case of Section 11(c), representing the indemnified parties under such Section 11(a), (b) or (ivc), as the case may be, who are parties to such action or actions), (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party to assume represent the defense of such action indemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements fees and other charges expenses of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly paid as they are incurred. An After such notice from the indemnifying party shall to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying by such indemnified party shall, without the prior written consent of each indemnified party, settle or compromise or the indemnifying party (which consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or shall not any indemnified party is a party theretobe unreasonably withheld), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claimwaived in writing its rights under this Section 11, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse in which case the indemnified party for fees and expenses of counsel, may effect such indemnifying party agrees that it shall be liable for any a settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlementconsent.

Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shallAgreement will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9Agreement, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Agreement and (ii) any liability that it may have to any indemnified party under the foregoing provisions provision of this Section 9 Agreement unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii3) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action, ; in each of which cases the reasonable fees, disbursements and other charges of counsel shall will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not will not, in any event, be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed)consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 Agreement (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i1) includes an express and unconditional release of each indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceeding claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.