Defense of Claims. Each party entitled to indemnification under this Article VIII (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; # the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and # any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.

Defense of Claims. Each party entitledTo be eligible to indemnification underbe indemnified as described in this Article VIII (the “Indemnified Party”) agrees8, each of the indemnitees seeking to notifybe indemnified shall provide the party required to provide indemnification (the “Indemnifying Party”)indemnifying Party with reasonable promptnessprompt notice of any claim asserted against it in respect(with a description of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the mannernature and amount of calculation thereof. The failureany such loss) giving rise to the indemnification obligation pursuant to Section 8.1(a) or 8.1(b), as the case may be, and the exclusive ability to defend such claim (with the reasonable cooperation of the Indemnifiedindemnitee(s)). Each indemnitee shall have the right to retain its own counsel, at its own expense, if representation by the counsel of the indemnifying Party would be inappropriate due to promptly give noticeactual or potential differing interests between such indemnitee(s) and the indemnifying Party. Neither the indemnitee(s) nor the indemnifying Party shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, exceptsettle or consent to the extent, and onlyentry of any judgment with respect to any claim for losses for which indemnification is sought without the extent,prior written consent of the other (not to be unreasonably withheld or delayed); provided however, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifyingindemnifying Party shall have the right, at its election,right to defendsettle or compromise any claim for losses without such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have been approved byprior written consent if the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; # the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and # any such defensesettlement or compromise shall be conducted inprovides for a manner whichfull and unconditional release of the indemnitee(s) and is reasonable and not contrarymaterially prejudicial to the Indemnified Party’any indemnitee’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.rights.

Defense of Claims. Each partyA Party entitled to indemnification under this Article VIII8 (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnified Party”“Indemnifying Party”) agrees to notifyof the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptnesscommencement of any claim asserted against itaction, suit or proceeding relating to a Third Party Claim for which indemnification may be sought or, if earlier, upon the assertion of any such Claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party Claim as provided in respect of whichthis Section 8.3 shall not relieve the Indemnifying Party may be liableof its indemnification obligation under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII,Agreement except to the extent, and only to the extent,extent that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. Thesuch Indemnifying Party shall have the right, at its election,is actually damaged as a result of such failure to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; # the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and # any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.give notice).

Defense of Claims. Each party entitled to indemnification under this Article VIII (the “Indemnified Party”) agrees toIndemnification Procedure. An Indemnified Party shall promptly notify the party required to provideParty from whom it is seeking indemnification (the “Indemnifying(“Indemnifying Party”) upon becoming aware of an Indemnified Claim with reasonable promptness of any claim asserted against it in respect ofto which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Partyis obligated to promptly give notice shall not preclude such Indemnified Party from obtainingprovide indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party.Section 8. The Indemnifying Party shall havepromptly assume control of the right, at its election, to defend or compromise any such claim at its own expensedefense and investigation of the Indemnified Claim, with counsel of its choice; provided, however, that: # such counsel shall have been approved byown choosing, and the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; #reasonably cooperate with the Indemnifying Party in connection therewith, in each case at the Indemnifying Party’s sole cost and expense. The Indemnified Party may participate in the defense of such defense, if it so choosesIndemnified Claim, with counsel of its own counselchoosing and at its own expense;cost and #expense. The Indemnifying Party shall not settle any such defense or compromise shall be conducted in a manner which is reasonable and not contrary toIndemnified Claim without the Indemnified Party’s interest. In the eventprior written consent (which consent may not be unreasonably withheld, conditioned, or delayed). If the Indemnifying Party doesfails or refuses to assume control of the defense of an Indemnified Claim, the Indemnified Party may, but is not undertakeobligated to, defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to defendthe Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation under this Section 8.3 nor any act or compromise,omission of the Indemnified Party in the defense or settlement of any Indemnified Claim will relieve the Indemnifying Party shall promptly notify the Indemnified Party of its intention notobligations under this Section 8, including with respect to undertakeany Losses, except to defend or compromise the claim.extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result thereof.

Defense ofSection # Procedures Relating to Indemnification for Other Claims. Each partyIn order for an Indemnified Party to be entitled to any indemnification under this Article‎ARTICLE VIII (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of whichLosses that do not arise out of or involve a Third Party Claim, the Indemnified Party must notify the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied bypromptly in writing (including in such notice a written statement setting forthbrief description of the basis of such claim for indemnification and the mannerLoss, including damages sought or estimated, to the extent actually known or reasonably capable of calculation thereof. The failure ofestimation by the Indemnified PartyParty); provided, however, that the failure to promptly giveprovide such notice shall not preclude such Indemnified Party from obtainingaffect the indemnification provided under this Article VIII,‎ARTICLE VIII except to the extent, and only to the extent,extent that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligationsParty has been actually prejudiced as a result of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; # the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and # any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.failure.

Defense of Claims. Each party entitledProcedures. In the event that any Party intends to claim indemnification under this Article VIII (the “Indemnified Party”) agreesSection 8.5 with respect to a Liability, it shall promptly notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptnessother Party in writing of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof.alleged Liability. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifyingindemnifying Party shall have the right, at its election,right to defend or compromise any such claim at its own expensecontrol the defense thereof with counsel of its choice; provided, however, that: # such counselthat the indemnified Party shall have been approvedthe right to retain its own counsel, (with the fees and expenses to be paid by the Indemnifiedindemnifying Party), if representation by the counsel retained by the indemnifying Party priorwould be inappropriate due to engagement, which approval shall not be unreasonably withheldactual or delayed; #potential differing interests between the IndemnifiedParties in such proceeding. The affected Indemnitees shall, upon request, cooperate reasonably with the indemnifying Party and its legal representatives in the investigation and defense of any action, claim or liability covered by this Section 8.5. Neither Party may participate insettle any claim or action related to a Liability without the consent of the other Party, if such defense, if it so chooses with its own counsel and at its own expense; andsettlement would # impose any monetary obligation on the other Party (unless the indemnifying Party agreed to be solely responsible for such monetary obligation), # constitute an admission of guilt or wrong-doing by the other Party, or # require the other Party to submit to an injunction or otherwise limit the other Party’s rights under this Agreement. Any payment made by the indemnified Party to settle any such defenseclaim or compromiseaction without the indemnifying Party’s consent shall be conducted in a manner which is reasonableat indemnified Party’s own cost and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.expense.

Defense of Claims. EachProcedure. Either party entitled toseeking indemnification under this Article VIIIAgreement (the “Indemnified Party”) agrees toshall promptly notify the party required to provide indemnification hereunder (the “Indemnifying Party”) with reasonable promptness of anythe existence of a claim asserted against it in respect of whichor action (or threatened claim or action) and shall afford the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basisopportunity to participate in any compromise, settlement, litigation or other resolution of such claim andclaim, or action, or, at the manner of calculation thereof. The failureelection of the Indemnified Party, shall require the Indemnifying Party to promptly give notice shall not precludeassume the defense of any such claim or action; provided, however, that in the event the Indemnified Party from obtaining indemnification under this Article VIII, exceptelects to require Indemnifying Party to assume such defense, Indemnifying Party shall afford Indemnified Party the extent, and onlyopportunity to the extent, that the Indemnifyingparticipate fully in such defense at Indemnified Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifyingexpense. Indemnified Party shall have the right, atright to retain its election, to defend or compromise any such claimown counsel, at its own expense with counsel of its choice; provided, however, that: #expense. Neither party shall compromise, settle or otherwise resolve such counsel shall have been approved byclaim or litigation without the Indemnified Partyother party’s prior to engagement,written consent, which approval shall not be unreasonably withheld or delayed; #provided, however, that failure to respond within fifteen (15) business days following receipt of written notice at the Indemnified Party may participateaddress set forth in such defense, if it so chooses with its own counsel and at its own expense; and # any such defense or compromisethis Agreement shall be conducted in a manner which is reasonable and not contraryconstitute consent to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defendproposed compromise, settlement or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.resolution.

Defense of Claims. EachIf a third party entitledinitiates a claim, demand, dispute, lawsuit or arbitration (a “Third-Party Claim”) against any Person (the “Indemnified Party”) with respect to any matter that the Indemnified Party might make a claim for indemnification against any Party (the “Indemnifying Party”) under this Article VIII (the “Indemnified Party”) agrees to8, then the Indemnified Party must promptly notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forthin writing of the basisexistence of such claimThird-Party Claim and the mannermust deliver copies of calculation thereof. The failure ofany documents served on the Indemnified Party with respect to promptly give noticethe Third-Party Claim; provided, however, that any failure on the part of an Indemnified Party to so notify an Indemnifying Party shall not preclude such Indemnifiedlimit any of the obligations of the Indemnifying Party from obtaining indemnification under this Article VIII, except8 (except to the extent, and only to the extent, that the Indemnifying Party’sextent such failure materially prejudices the rights or increases the liabilities and obligationsdefense of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; # the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and # any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.proceeding).

Defense of Claims. Each party entitled to indemnification under this Article VIIISection 2.4 (the “Indemnified Party”) agreesshall give notice to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptnesspromptly after such Indemnified Party has actual knowledge of any claim asserted against it in respect ofas to which indemnity may be sought, and shall permit the Indemnifying Party may be liable under this Agreement, which notificationto assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall be accompanied by a written statement setting forthconduct the basisdefense of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give noticeor litigation, shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have beenbe approved by the Indemnified Party prior to engagement, which(whose approval shall not unreasonably be unreasonably withheld or delayed; #withheld), and the Indemnified Party may participate in such defense, if it so chooses with its own counseldefense at such party’s expense, and at its own expense; and #provided further that the failure of any such defense or compromiseIndemnified Party to give notice as provided herein shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the eventrelieve the Indemnifying Party does not undertakeof its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend or compromise,such action and provided further, that the Indemnifying Party shall promptly notifynot assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of its intention nota release from all liability in respect to undertake to defendsuch claim or compromise the claim.litigation.

Defense of Claims. EachIn order for an indemnified party entitled to indemnification under this Article VIII (the “Indemnified Party”8 (an "Indemnified Party") agrees to be entitled to any indemnification provided for under this Agreement, such Indemnified Party shall, promptly following the discovery of the matters giving rise to any Loss, notify the indemnifying party requiredunder this Article 8 (the "Indemnifying Party") in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and the amount of the liability estimated to provideaccrue therefrom (the "Indemnification Claim Notice"); provided, however, that failure to give such prompt notification shall not affect the indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of whichprovided hereunder except to the extent the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied bywill have been actually prejudiced as a written statement setting forth the basisresult of such claim and the manner of calculation thereof. The failure offailure. Thereafter, the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, exceptdeliver to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have been approved byParty, within five (5) Business Days after the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; # the Indemnified Party may participate inParty's receipt of such defense, if it so chooses with its own counselrequest, all information and at its own expense; and # any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the eventdocumentation reasonably requested by the Indemnifying Party does not undertakewith respect to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.such Loss.