Extract to table

The Engagement Letter further provides, in Section 6(b), a contribution clause stating that, if indemnification pursuant to Section 6(a) is judicially determined to be unavailable or insufficient, the Vehicle and Rivermark shall contribute to the aggregate amount of losses in proportion to the relative benefits received by each party from the engagement

Rivermark (or any Indemnified Person) shall provide the Vehicle with prompt written notice of any claim, action, proceeding, or investigation for which indemnification is or may be sought

Failure to provide prompt notice shall not relieve the Vehicle of its indemnification obligations except to the extent that the Vehicle is materially prejudiced by such failure

The Indemnified Person shall have the right to participate in the defense at its own expense with counsel of its own choosing

No Indemnified Person shall settle, compromise, or consent to the entry of any judgment with respect to any claim for which indemnification is sought without the prior written consent of the Vehicle, which consent shall not be unreasonably withheld, conditioned, or delayed

Governing Law and Dispute Resolution Section 9 of the Engagement Letter provides that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law