6.   Partial Indemnification. the Agent shall be entitled under this Agreement to indemnification by HD Faculty™ for a portion of the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that the Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Part 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and HD Faculty™ shall indemnify the Agent for the portion thereof to which the Agent is entitled.

7.   Notification and Defence of Claim. Not later than thirty (30) days after the Agent becomes aware, by written or other overt communication, of any pending or threatened litigation, claim or assessment, the Agent will, if a claim in respect thereof is to be made against HD Faculty™ under this Agreement, notify HD Faculty™ of such pending or threatened litigation, claim or assessment; but the omission so to notify HD Faculty™ will not relieve it from any liability which it may have to the Agent otherwise than under this Agreement. With respect to any such pending or threatened litigation, claim or assessment as to which the Agent notifies HD Faculty™ of the commencement thereof:

(a)  HD Faculty™ will be entitled to participate therein at its own expense;

(b)  except as otherwise provided below, HD Faculty™ may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defence, assume the defence thereof, with counsel reasonably satisfactory to the Agent. After notice from HD Faculty™ to the Agent of its election to assume the defence thereof, HD Faculty™ will not be liable to the Agent under this Agreement for any legal or other expenses subsequently incurred by the Agent in connection with the defence thereof except for reasonable costs of investigation or otherwise as provided below. the Agent shall have the right to employ separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from HD Faculty™ of its assumption of the defence thereof shall be at the expense of the Agent unless (i) the employment of counsel by the Agent has been authorized by HD Faculty™, (ii) the Agent shall have reasonably concluded, and so notified HD Faculty™, that there is an actual conflict of interest between HD Faculty and the Agent in the conduct of the defence of such action or (iii) HD Faculty shall not in fact have employed counsel to assume the defence of such action, in each of which cases the fees and expenses of the Agent’s separate counsel shall be at the expense of HD Faculty™. HD Faculty™ shall not be entitled to assume the defence of any action, suit or proceeding brought by or on behalf of HD Faculty™ or as to which the Agent shall have made the conclusion provided for in clause (ii) above; and

(c)  HD Faculty™ shall not be liable to indemnify the Agent under this Agreement for any amounts paid in settlement of any action or claim affected without its written consent, which shall not be unreasonably withheld. HD Faculty™ shall be permitted to settle any action or claim except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on the Agent without the Agent’s written consent, which may be given or withheld in the Agent’s sole discretion.

8.   Expenses. HD Faculty™ shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by the Agent in connection with such proceeding upon receipt of an undertaking by or on behalf of the Agent to repay said amounts if it shall be determined ultimately that the Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the Act or otherwise.