Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify adversely affects the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. EachIn claiming any indemnification hereunder, the indemnified party to this Agreement shall give promptpromptly provide the indemnifying party with written notice toof any claim, which the otherindemnified party or parties to this Agreement under each claim for indemnification hereunder specifyingbelieves falls within the amount and naturescope of the claim, and of any matter which is likely to give rise to an indemnification claim. Eachforegoing paragraphs. The indemnified party to this Agreement has the right to participatemay, at its own expenseexpense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter,claim. Any settlement intended to bind the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving byfinal without the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matterparty's written consent, which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notifybe unreasonably withheld.

Notice; Defense of Claims. Each party entitled to indemnification under this AgreementSection 2.4 (the “Indemnified Party”) shall give prompt written notice to the other party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or partiesany litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement under each claim for indemnification hereunder specifyingunless the amount and nature of the claim, and of any matter which is likelyfailure to give risesuch notice is materially prejudicial to an indemnification claim. Each partyIndemnifying Party’s ability to this Agreement hasdefend such action and provided further, that the rightIndemnifying Party shall not assume the defense for matters as to participate at its own expensewhich there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such matterclaim or its settlement, orlitigation, shall, except with the indemnifying party may take over the defenseconsent of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified partyeach Indemnified Party (whose consent shall not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term thereof the giving by the indemnified party and the claimant or plaintiff to such indemnifying partyIndemnified Party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify

Notice; DefenseEach of Claims.the Parties agrees to indemnify and hold harmless the other from and against all claims, demands, obligations, and liabilities of any nature whatsoever (collectively a “Claim”), and all related costs and expenses (including reasonable attorneys’ fees), resulting solely and directly from the indemnifying party’s breach of this agreement or the indemnifying party’s negligence or willful misconduct in exercising its rights or performing its duties under this agreement. Each party agrees to this Agreement shall give the other prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matterClaim as to which is likelythe party believes it may be entitled to give rise to an indemnification claim. Eachindemnification. The indemnifying party to this Agreement has the right to participate atdefend against any Claim with counsel of its own expensechoosing and to settle or compromise the Claim as it deems appropriate. But the other party must cooperate with the indemnifying party in the defense of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notifyClaim.

Notice; Defense of Claims. EachProcedure. Either party toseeking indemnification under this Agreement (the “Indemnified Party”) shall give prompt written noticepromptly notify the party required to the other party or parties to this Agreement under each claim forprovide indemnification hereunder specifying the amount and nature(the “Indemnifying Party”) of the claim,existence of a claim or action (or threatened claim or action) and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement hasshall afford the rightIndemnifying Party the opportunity to participate in any compromise, settlement, litigation or other resolution of such claim, or action, or, at its own expense inthe election of the Indemnified Party, shall require the Indemnifying Party to assume the defense of any such matterclaim or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, andaction; provided, however, that in the event the indemnifying party is defendingIndemnified Party elects to require Indemnifying Party to assume such matter,defense, Indemnifying Party shall afford Indemnified Party the indemnifiedopportunity to participate fully in such defense at Indemnified Party’s expense. Indemnified Party shall have the right to retain its own counsel, at its own expense. Neither party shall compromise, settle or otherwise resolve such claim or litigation without the other party’s prior written consent, which 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 address set forth in this Agreement shall constitute consent to the entry of judgmentproposed compromise, settlement or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notifyresolution.

Notice; DefenseNotice. Promptly after receipt by an indemnified party hereunder of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, andcommencement of any matter whichaction, such indemnified party shall, if a claim in respect thereof is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, orbe made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may take overhave to any indemnified party other than under this Section 2.08(c), except to the defense of such matter so long as such defense is reasonably expeditious, and in the eventextent that the indemnifying party is defendingmaterially prejudiced by such matter,failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, # if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party shall not consent toor # if the entry of judgment or enter intodefendants in any settlement by which such indemnifying party is to be bound and which settlement does notaction include as an unconditional term the giving byboth the indemnified party and the claimant or plaintiff to such indemnifying party of a releaseand counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from all liability in respector additional to such claimthose available to the indemnifying party, or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affectif the rightsinterests of the indemnified party reasonably may be deemed to collectconflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such claims fromlegal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party exceptas incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the extent such failure to so notifyconsent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not contain any admission of wrongdoing by, the indemnified party.

Notice; Defense of Claims. Each party entitled to indemnification under this AgreementSection 5 (the “Indemnified Party”) shall give prompt written notice to the other party or partiesrequired to this Agreement under each claim forprovide indemnification hereunder specifying the amount and nature of the claim, and(the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any matterclaim as to which is likelyindemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give risenotice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an indemnification claim. Each partyIndemnifying Party’s ability to this Agreement hasdefend such action, and provided further that an Indemnified Party shall have the right to participate atretain its own expensecounsel, with the fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such matterclaim or its settlement, orlitigation, shall, except with the indemnifying party may take over the defenseconsent of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall noteach Indemnified Party, consent to the entry of any judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term thereof the giving by the indemnified party and the claimant or plaintiff to such indemnifying partyIndemnified Party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify

Notice; DefenseNotice. Promptly after receipt by an indemnified party hereunder of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, andcommencement of any matter whichaction or proceeding, such indemnified party shall, if a claim in respect thereof is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, orbe made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may take overhave to any indemnified party other than under this Section 3.08(c), except to the defense of such matter so long as such defense is reasonably expeditious, and in the eventextent that the indemnifying party is defendingmaterially prejudiced by such matter,failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 3.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, # if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party shall not consent toor # if the entry of judgment or enter intodefendants in any settlement by which such indemnifying party is to be bound and which settlement does notaction include as an unconditional term the giving byboth the indemnified party and the claimant or plaintiff to such indemnifying party of a releaseand counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from all liability in respector additional to such claimthose available to the indemnifying party, or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affectif the rightsinterests of the indemnified party reasonably may be deemed to collectconflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such claims fromlegal defense and otherwise to participate in the defense of such action, with the reasonable and documented expenses and fees of such separate counsel and other reasonable and documented expenses related to such participation to be reimbursed by the indemnifying party exceptas incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the extent such failure to so notifyconsent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not contain any admission of wrongdoing by, the indemnified party.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice toSection # Indemnification Procedure. Should any claim covered by the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter,foregoing indemnity be asserted, the indemnified party shall not consent tonotify the entry of judgment or enter into any settlement by which such indemnifying party ispromptly and give it an opportunity to be bounddefend the same and which settlement does not include as an unconditional term the giving by the indemnified party andshall extend reasonable cooperation to the claimant or plaintiffindemnified party in connection with such defense. The failure to give such prompt written notice shall not, however, relieve the indemnifying party of its indemnification obligations. In the event that the indemnifying party fails to defend the same within a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights ofreasonable time, the indemnified party shall be entitled to collect such claims fromassume the defense thereof, and the indemnifying party exceptshall be liable to repay the extent such failure to so notifyindemnified party for all its expenses reasonably incurred in connection with the defense, including reasonable attorneys' fees and settlement payments.