Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “"Indemnified Party”"), such Indemnified Party shall notify the Person from whom indemnity is sought (the “"Indemnifying Party”") in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. Any indemnification and/or advances provided for in Sections 1 and 2 hereof shall be made no later than thirty (30) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within thirty (30) days after a written request for payment thereof has first been received by the Company, Indemnitee may at any time thereafter bring an action against the Company to recover the unpaid amount of the claim. It shall be a defense to any such action brought by Indemnitee (other than an action brought to enforce a claim for expenses incurred in connection with any action, suitsuit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. Notwithstanding the foregoing, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party Indemnitee shall be entitled to assume receive advancements of expenses pursuant to Section 2(a) hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the defense intention of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to parties that if the Indemnified Party. The Indemnified Party shall have the Company contests Indemnitee’s right to separate counsel indemnification, the question of its own choice Indemnitee’s right to represent it, but the fees and expenses of such counsel indemnification shall be at for the expense of such Indemnified Party unless (i) court to decide, and neither the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out failure of the same general allegations be liable for fees and expenses Company (including its Board of more than one separate firm of attorneys at Directors, any time for all Indemnified Parties committee or other subgroup of the other party; and such counsel shallBoard of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the extent consistent with its professional responsibilitiescircumstances because Indemnitee has met the applicable standard of conduct required by applicable law, cooperate with the Indemnifying Party and any counsel designated nor an actual determination by the Indemnifying Party. The Indemnifying Party shall not be liable for Company (including it Board of Directors, any settlement of any such action, suit, proceeding committee or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent other subgroup of the Indemnified PartyBoard of Directors, settle independent legal counsel, or compromise its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or consent to has not met the entry applicable standard of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromconduct.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “"Indemnified Party”"), such Indemnified Party shall notify the Person from whom indemnity is sought (the “"Indemnifying Party”") in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “"Indemnified Party”"), such Indemnified Party shall notify the Person from whom indemnity is sought (the “"Indemnifying Party”") in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations allegations, be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, investigation or proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “"Indemnified Party”"), such Indemnified Party shall notify the Person from whom indemnity is sought (the “"Indemnifying Party”") in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence sentence; or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, investigation or proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity When a Party hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) is required to indemnify any Person (the “Indemnified Party”) in writing accordance with reasonable promptnessthis Article XIII, the Indemnifying Party shall assume on behalf of such Indemnified Party, and conduct with due diligence and in good faith, the defense of any claim against such Party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall be in charge of the defense and settlement of such claim; provided, however, that any failure by an Indemnified Party to notify without relieving the Indemnifying Party shall not relieve the Indemnifying Party from of its obligations hereunder (except to the extent that or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party is materially prejudiced by such failure may elect to promptly notify). The Indemnifying Party shall be entitled to assume participate through separate counsel in the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent itclaim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless Party, except in the event that (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (iia) the Indemnified Party shall have been advised by counsel reasonably concluded, acting in good faith and on the advice of counsel, that there exist actual or potential conflicting interests exists a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Indemnified Party, including situations claim (in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that case the Indemnifying Party shall notnot have the right to control the defense or settlement of such claim, on behalf of such Indemnified Party), or (b) the Indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement of an action thereon, then, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out each of cases (a) and (b), the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated shall be paid by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such actionnot, suit, proceeding or investigation effected without its the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheldsettle or compromise any claim, conditioned suit or delayed. No Indemnifying Party will, without the prior written consent cause of action asserted against the Indemnified Party, settle or compromise or consent to the entry of any a judgment in respect thereof, which imposes any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by future obligation on the Indemnified Party hereunder (whether or which does not any Indemnified Party is an actual or potential party to such claiminclude, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes as an unconditional term thereof, the giving of a release in favor of each the Indemnified Party from all liability and obligations arising therefromin respect of such claim, suit or cause of action.

Indemnification Procedure. If any action, suit, proceeding or investigation Each Indemnified Party shall be brought or asserted against any Person entitled give notice to indemnity hereunder (the “Indemnified Party”), Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify permit the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such actionclaim or any litigation resulting therefrom, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) provided the Indemnifying Party has failed promptly acknowledges its obligations to assume the defense and employ counsel reasonably satisfactory to indemnify the Indemnified Party in accordance with respect to the preceding sentence claim and provided further that counsel for the Indemnifying Party, who shall conduct the defense of such claim or (ii) litigation, shall be approved by the Indemnified Party (whose approval shall have been advised by counsel not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that there exist actual or potential conflicting interests between the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available of its obligations under this Section 4 except to the extent that the failure to give such notice is materially prejudicial to an Indemnifying Party; provided, however's ability to defend such action and provided further, that the Indemnifying Party shall notnot assume the defense for matters as to which there is a conflict of interest or separate and different defenses but shall bear the expense of such defense nevertheless. No Indemnifying Party, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement defense of any such actionclaim or litigation, suitshall, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without except with the prior written consent of the each Indemnified Party, settle or compromise or consent to the entry of any judgment in or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action, suit, proceeding or investigation plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If the Indemnifying Party does not assume the defense of which indemnification may be sought by any claim or proceeding resulting therefrom, the Indemnified Party hereunder (whether may defend against such claim or not any proceeding as the Indemnified Party is an actual may deem appropriate and may settle such claim or potential party to proceeding in such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each manner as the Indemnified Party from may deem appropriate, all liability and obligations arising therefromwithout prejudice to its right to indemnification hereunder.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “"Indemnified Party”"), such Indemnified Party shall notify the Person from whom indemnity is sought (the “"Indemnifying Party”") in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, investigation or proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, investigation or proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “"Indemnified Party”"), such Indemnified Party shall notify the Person from whom indemnity is sought (the “"Indemnifying Party”") in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, investigation or proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If 8.3.1. In the case of any actionclaim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), suit, proceeding or investigation (i) notice setting forth with reasonable specificity the facts and circumstances of which such Person has received notice shall be brought or asserted against any Person entitled given by the Indemnified Party (such notice, an "Indemnification Claim Notice") to indemnity hereunder the party required to provide indemnification (the “Indemnified "Indemnifying Party”), ") promptly after such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense has actual knowledge of any such actionclaim as to which indemnity may be sought, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that there exist (x) such failure results in a lack of actual or potential conflicting interests between notice to the Indemnifying Party and (y) such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection is materially prejudiced as a result of such failure to give notice. Except with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle no Indemnifying Party, in the defense of any such claim or compromise or litigation, shall consent to the entry of any judgment in or enter into any pending settlement that (x) provides for injunctive or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by other nonmonetary relief affecting the Indemnified Party hereunder or (whether y) does not include as an unconditional term thereof the giving by each claimant or not any plaintiff to such Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional of a release of each Indemnified Party from all liability and obligations arising therefromwith respect to such claim or litigation.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity When a Party hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) is required to indemnify the Buyer Indemnified Parties or the Supplier Indemnified Parties, as applicable (either such indemnified parties being the “Indemnified Parties”) in writing accordance with reasonable promptnessthis Article 6, the Indemnifying Party shall assume on behalf of such Indemnified Parties, and conduct with due diligence and in good faith, the defense of any claim against such Indemnified Parties, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Parties shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall be in charge of the defense and settlement of such claim; provided, however, that any failure by an Indemnified Party to notify without relieving the Indemnifying Party shall not relieve the Indemnifying Party from of its obligations hereunder (except to the extent that or impairing the Indemnifying Party is materially prejudiced by such failure Party’s right to promptly notify). The Indemnifying Party shall be entitled control the defense or settlement thereof, the Indemnified Parties may elect to assume participate through separate counsel in the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent itclaim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) Parties. In the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to event that the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party Parties shall have been advised by counsel reasonably concluded that there exist actual or potential conflicting interests exists a material conflict of interest between the Indemnifying Party and the Indemnified Parties in the conduct of the defense of such Indemnified Partyclaim, including situations in which one or more legal defenses may be available to such Indemnified then each Party that are different from or additional to those available to shall retain their separate counsel (at the sole cost of the Indemnifying Party; provided, however, ) and (except as otherwise provided in Section 6.3) shall have the right to control the defense and/or settlement of such claim. In the event that the Indemnifying Party shall notdoes not employ counsel to assume the defense of such claim asserted against the Indemnified Party within a reasonable time after the Indemnifying Party’s receipt of notice of the commencement of an action thereon, the Indemnified Parties may retain counsel for the defense thereof, upon twenty (20) business days written notice, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of which case the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated shall be paid by the Indemnifying Party. The No Indemnifying Party shall not be liable for any settlement of settle any such action, suit, proceeding claims or investigation effected actions in a manner which would require any action or forbearance from action by any Indemnified Parties without its the written consentconsent of the Indemnified Parties, which consent shall not be unreasonably withheld, conditioned withheld or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If (a) Promptly after receipt by a Buyer Indemnified Party of notice by a third party of threatened or filed claim or of the threatened or actual commencement of any action, suit, action or proceeding or investigation shall with respect to which such Buyer Indemnified Party may be brought or asserted against any Person entitled to indemnity hereunder (receive payment from the “Indemnified Party”)other party for any Buyer Losses, such Buyer Indemnified Party shall notify Seller, within 30 days of the Person from whom indemnity is sought (notice of threatening or filing of such claim or of the “Indemnifying Party”) in writing with reasonable promptnessthreatened or actual commencement of such action or proceeding; provided, however, that any the failure by an Indemnified Party to so notify the Indemnifying Party Seller shall not relieve the Indemnifying Party Buyer from its obligations hereunder (except liability under this Agreement with respect to such claim only if, and only to the extent that the Indemnifying Party is materially prejudiced by that, such failure to promptly notify)notify Seller results in the forfeiture by Seller of rights and defenses otherwise available to Seller with respect to such claim. The Indemnifying Seller shall have the right, upon written notice delivered to the Buyer Indemnified Party shall be entitled within 30 days thereafter, to assume the defense of any such action, suit, proceeding action or investigationproceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Buyer Indemnified Party and the payment of the fees and disbursements of such counsel. In any action or proceeding with respect to which indemnification is being sought hereunder, the Buyer Indemnified Party or Seller, whichever is not assuming the defense of such action, shall have the right to separate counsel of participate in such litigation and to retain its own choice to represent it, but counsel at such party's own expense. Seller or the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Buyer Indemnified Party, including situations as the case may be, shall at all times use reasonable efforts to keep Seller or the Buyer Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action the defense of which they are maintaining and to cooperate in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available good faith with each other with respect to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement defense of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “"Indemnified Party”"), such Indemnified Party shall notify the Person from whom indemnity is sought (the “"Indemnifying Party”") in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If The obligations and liabilities of the Indemnifying Party under this Article V with respect to Losses arising from claims of any action, suit, proceeding or investigation third party which are subject to the indemnification provided for in this Article V ("Third Party Claims") shall be brought or asserted against any Person entitled to indemnity hereunder (governed by and contingent upon the “Indemnified Party”), such following additional terms and conditions: if an Indemnified Party shall notify receive notice of any Third Party Claim, the Person from whom indemnity Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is sought (the “Indemnifying Party”) in writing with reasonable promptnessclaimed or arises); provided, however, that any the failure by an Indemnified Party to notify the Indemnifying Party provide such notice shall not relieve release the Indemnifying Party from any of its obligations hereunder (under this Article V except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to promptly notify). The any Indemnified Party otherwise than under this Article V. Upon written notice to the Indemnified Party within five (5) days of the receipt of such notice, the Indemnifying Party shall be entitled to assume and control the defense of any such action, suit, proceeding Third Party Claim at its or investigation, including the employment his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party); provided, however, that, if there exists or is reasonably likely to exist, in the reasonable opinion of counsel to the Indemnified Party a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party in such defense and any counsel designated make available to such Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. The Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall not cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses (including himself), records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be liable for any settlement settled by the Indemnifying Party or the Indemnified Party on behalf of any such action, suit, proceeding or investigation effected the other without its the prior written consent, consent of the other (which consent shall not be unreasonably withheld); provided, conditioned or delayed. No Indemnifying Party willhowever, without in the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by event that the Indemnified Party hereunder (whether does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or refrain from taking, any action, the Indemnifying Party's liability for indemnification shall not any exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is an actual or potential party to such claim, action, suit, proceeding or investigation) inconsistent with the position taken by the Indemnifying Party in the defense of a Third Party Claim unless such settlement, compromise or consent includes an unconditional release of each the Indemnified Party from all liability and obligations arising therefromdetermines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. If (a) Promptly following receipt by an Indemnified Person of notice by a third party (including any actionGovernmental Authority) of any complaint or the commencement of any audit, suitinvestigation, proceeding action or investigation shall Proceeding with respect to which such Indemnified Person may be brought or asserted against any Person entitled to indemnity hereunder (receive payment from the “Indemnified Party”)other Party for any Loss, as provided by Section 12.1 or Section 12.2, such Indemnified Party Person shall notify the Person from whom indemnity is sought Party who has the responsibility to provide indemnification as provided in by Section 12.1 or Section 12.2 (i.e., the Purchaser or the applicable Seller, as applicable, the “Indemnifying Party”) in writing with reasonable promptness), promptly following the Indemnified Person’s receipt of such complaint or notice of the commencement of such audit, investigation, action or Proceeding; provided, however, that any the failure by an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations Liability hereunder (except with respect to such Claim only if, and only to the extent that that, such failure to so notify the Indemnifying Party is materially prejudiced by such failure results in harm or prejudice to promptly notify)the Indemnifying Party. The Indemnifying Party shall be entitled may, upon written notice delivered to the Indemnified Person within twenty (20) days thereafter assuming full responsibility for any Losses resulting from such investigation, action or Proceeding, assume the defense of any such actioninvestigation, suitaction or Proceeding, proceeding to the extent such investigation, action or investigationProceeding involves solely monetary damages, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have Person and the right to separate counsel payment of its own choice to represent it, but the fees and expenses disbursements of such counsel shall be at the expense of such Indemnified Party unless (i) the counsel; provided, however, that an Indemnifying Party has failed promptly will not be entitled to assume the defense and employ counsel reasonably satisfactory to of any investigation, action or Proceeding if (i) such Claim may result in criminal Liability of, or equitable remedies against, the Indemnified Party in accordance with the preceding sentence Person; or (ii) the Indemnified Party shall have been advised by counsel Person reasonably believes that there exist actual or potential conflicting the interests between of the Indemnifying Party and such the Indemnified Party, including situations in which one or more legal defenses may be available Person with respect to such Indemnified Party that Claim are different from or additional to those available to the Indemnifying Party; providedin conflict with one another, howeverand as a result, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of may not adequately represent the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent interests of the Indemnified Party, settle or compromise or consent to the entry of any judgment Person in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromClaim.

Indemnification Procedure. If any action, suit, proceeding (a) Promptly after receipt by an RSL Indemnified Party or investigation shall be brought or asserted against any Person entitled a Sprint LP Indemnified Party (hereinafter collectively referred to indemnity hereunder (the “as an "Indemnified Party”)") of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification is being or may be sought hereunder, such Indemnified Party shall notify RSL or Sprint LP, whichever is the Person from whom indemnity is sought appropriate indemnifying Party hereunder (the “"Indemnifying Party”) in writing with reasonable promptness"), of such complaint or of the commencement of such action or proceeding; provided, however, that any the failure by an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations liability for such claim arising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability which the Indemnifying Party may have hereunder (except with respect to such claim if, but only if, and only to the extent that that, such failure to notify the Indemnifying Party is materially prejudiced results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such failure to promptly notify)claim. The Indemnifying Party shall be entitled have the right, upon written notice to the Indemnified Party, to assume the defense of any such action, suit, proceeding action or investigationproceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have and the right to separate counsel payment of its own choice to represent it, but the reasonable fees and expenses disbursements of such counsel shall be at counsel. In the expense of such Indemnified Party unless (i) event, however, that the Indemnifying Party has failed promptly declines or fails to assume the defense and of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party Party,in accordance with the preceding sentence or (ii) the either case in a timely manner, then such Indemnified Party shall have been advised by may employ counsel that there exist actual to represent or potential conflicting interests between defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partycounsel as incurred; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of not be required to pay the same general allegations be liable for fees and expenses disbursements of more than one separate firm of attorneys at any time counsel for all Indemnified Parties of in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Indemnified Party and any counsel designated by or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall not be liable for at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any settlement action the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If The obligations and liabilities of the Indemnifying Party under this Article V with respect to Losses arising from claims of any action, suit, proceeding or investigation third party which are subject to the indemnification provided for in this Article V ("Third Party Claims") shall be brought or asserted against any Person entitled to indemnity hereunder (governed by and contingent upon the “Indemnified Party”), such following additional terms and conditions: if an Indemnified Party shall notify receive notice of any Third Party Claim, the Person from whom indemnity Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is sought (the “Indemnifying Party”) in writing with reasonable promptnessclaimed or arises); provided, however, that any the failure by an Indemnified Party to notify the Indemnifying Party provide such notice shall not relieve release the Indemnifying Party from any of its obligations hereunder (under this Article V except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to promptly notify). The any Indemnified Party otherwise than under this Article V. Upon written notice to the Indemnified Party within five (5) days of the receipt of such notice, the Indemnifying Party shall be entitled to assume and control the defense of any such action, suit, proceeding Third Party Claim at its or investigation, including the employment his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party); provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out reasonable judgment of the Indemnified Party for the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all counsel to represent both the Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by then the Indemnified Party hereunder (whether shall be entitled to retain its or not any his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is an actual or potential party to such claimrequired, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release at the expense of each Indemnified Party from all liability and obligations arising therefrom.the Indemnifying

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence sentence; or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, investigation or proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding (a) Promptly after receipt by an RSL Indemnified Party or investigation shall be brought or asserted against any Person entitled a Sprint LP Indemnified Party (hereinafter collectively referred to indemnity hereunder (the “as an "Indemnified Party”)") of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification is being or may be sought hereunder, such Indemnified Party shall notify RSL or Sprint LP, whichever is the Person from whom indemnity is sought appropriate indemnifying Party hereunder (the “"Indemnifying Party”) in writing with reasonable promptness"), of such complaint or of the commencement of such action or proceeding; provided, however, that any the failure by an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations liability for such claim arising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability which the Indemnifying Party may have hereunder (except with respect to such claim if, but only if, and only to the extent that that, such failure to notify the Indemnifying Party is materially prejudiced results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such failure to promptly notify)claim. The Indemnifying Party shall be entitled have the right, upon written notice to the Indemnified Party, to assume the defense of any such action, suit, proceeding action or investigationproceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have and the right to separate counsel payment of its own choice to represent it, but the reasonable fees and expenses disbursements of such counsel shall be at counsel. In the expense of such Indemnified Party unless (i) event, however, that the Indemnifying Party has failed promptly declines or fails to assume the defense and of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party Party, in accordance with the preceding sentence or (ii) the either case in a timely manner, then such Indemnified Party shall have been advised by may employ counsel that there exist actual to represent or potential conflicting interests between defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partycounsel as incurred; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of not be required to pay the same general allegations be liable for fees and expenses disbursements of more than one separate firm of attorneys at any time counsel for all Indemnified Parties of in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Indemnified Party and any counsel designated by or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall not be liable for at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any settlement action the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, investigation or proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, suit or proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding suit or investigationproceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If Each Party’s agreement to indemnify, defend, and hold harmless under Section 9.1 or 9.2, as applicable, is conditioned upon the indemnified Party (a) providing written notice to the indemnifying Party of any actionClaim as soon as reasonably possible, suitand in any event no later than within thirty (30) days after the indemnified Party has actual knowledge of such Claim, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (b) permitting the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified indemnifying Party to notify assume control over the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the investigation of, preparation and defense against, and settlement or voluntary disposition of any such actionClaim, suit(c) assisting the indemnifying Party, proceeding or at the indemnifying Party’s reasonable expense, in the investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent itpreparation, but the fees defense, and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence settlement or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement voluntary disposition of any such actionClaim, suitand (d) not compromising, proceeding settling, or investigation effected entering into any voluntary disposition of any such Claim without its the indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld; provided, conditioned however, that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent materially prejudiced by such failure. In no event may the indemnifying Party compromise, settle, or delayed. No Indemnifying enter into any voluntary disposition of any Claim in any manner that admits material fault or wrongdoing on the part of the indemnified Party will, or incurs non-indemnified liability on the part of the indemnified Party without the prior written consent of the Indemnified indemnified Party, settle and in no event may the indemnifying Party settle, compromise, or compromise or consent agree to the entry any voluntary disposition of any judgment matter subject to indemnification hereunder in any pending manner which (i) imposes any monetary restriction or threatened actionobligation on or admits fault of the other Party or (ii) adversely affects the other Party’s rights under this Agreement, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to without such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromother Party’s prior written consent.

Indemnification Procedure. If Promptly after receipt by an Indemnified Party of notice of the commencement of any claim or action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall shall, if a claim in response thereof is to be made against the Indemnifying Party, promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) Party in writing with reasonable promptnessof the commencement thereof; provided, however, that any failure by an Indemnified Party but the omission so to notify the Indemnifying Party shall not relieve the Indemnifying it from any liability that it may have to any Indemnified Party from its obligations hereunder (pursuant to Section 14.1 hereof, except to the extent that the Indemnifying Party is materially actually prejudiced by such failure to promptly so notify). The In case any such action shall be brought against an Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled have thirty (30) days after receipt of such notice to assume assume, conduct and control the defense of any such actionor settlement thereof, suit, proceeding or investigation, including the employment of with counsel reasonably satisfactory to such Indemnified Party and, after notice from the Indemnifying Party of its election so to assume, conduct and control the defense or settlement thereof, the Indemnifying Party shall not be liable to such Indemnified Party under Section 14.1 for any legal expenses of other counsel or any other expenses relating to such action, in each case subsequently incurred by such Indemnified Party, unless (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate in the reasonable opinion of the Indemnified Party, due to actual or potential differing interests between them. The Indemnified Indemnifying Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence pay or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with settle any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, provided that such payment or settlement involves a full and unconditional release of the Indemnified Party. If the Indemnifying Party fails to notify the indemnified Party with the above thirty-day period of its election to assume, conduct and control the defense or settlement of an action notified by the Indemnified Party, the Indemnified Party shall be entitled to contest, defend, settle or compromise or consent to the entry action in the exercise of any judgment in any pending or threatened action, suit, proceeding or investigation in respect its reasonable discretion at the expense of which indemnification may be sought by the Indemnifying Party; provided that the Indemnified Party hereunder (whether or not shall notify the Indemnifying Party of any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromsettlement it intends to make.

Indemnification Procedure. If (a) Promptly following receipt by an Indemnified Party of notice by a third party (including any actionGovernmental Entity) of any complaint, suitdispute or claim or the commencement of any audit, investigation, action or proceeding or investigation shall with respect to which such Indemnified Party may be brought or asserted against any Person entitled to indemnity hereunder (the “Indemnified Party”)indemnification pursuant hereto, such Indemnified Party shall notify provide written notice thereof to the Person from whom indemnity is sought Party obligated to indemnify under this Agreement (the “"Indemnifying Party”) in writing with reasonable promptness; provided"), howeverPROVIDED, HOWEVER, that any the failure by an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations liability hereunder (except with respect to such claim only if, and only to the extent that that, such failure to so notify the Indemnifying Party is materially prejudiced results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such failure to promptly notify)claim. The Indemnifying Party shall be entitled have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any Semotus Losses or Flint Losses (as the case may be) resulting from such audit, investigation, action or proceeding, to assume the defense of any such actionaudit, suitinvestigation, proceeding action or investigationproceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have and the right to separate counsel payment of its own choice to represent it, but the fees and expenses disbursements of such counsel shall be at counsel. In the expense of such Indemnified Party unless (i) event, however, that the Indemnifying Party has failed promptly declines or fails to assume the defense and of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party Party, in accordance with either case within such 20-day period, then any Semotus Losses or any Flint Losses (as the preceding sentence or (ii) case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party shall have been advised by counsel that there exist actual as incurred. In any audit, investigation, action or potential conflicting interests between proceeding for which indemnification is being sought hereunder the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, howeverwhichever is not assuming the defense of such action, that shall have the Indemnifying Party shall not, right to participate in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees matter and expenses of more than one separate firm of attorneys to retain its own counsel at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party's own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall not be liable for at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any settlement matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrommatter.

Indemnification Procedure. If In the event of any action, suit, proceeding or investigation shall be brought or asserted such claim against any Person entitled to indemnity hereunder Licensee Indemnitee or Licensor Indemnitee (the each an “Indemnified Party”), such the Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) indemnifying Party in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify of the Indemnifying claim and the indemnifying Party shall not relieve the Indemnifying Party from manage and control, at its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume sole expense, the defense of the claim and its settlement. The indemnifying Party shall have the right to solely direct and control the defense and settlement of any such actionproceeding and, suitif it so elects, proceeding or investigation, including the employment of shall retain counsel reasonably satisfactory to the Indemnified PartyParty to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. The In any such proceeding, the Indemnified Party shall have the right to separate counsel of retain its own choice to represent itcounsel, but the fees and expenses of such counsel shall be at the expense of such the Indemnified Party unless (i) the Indemnifying indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with shall have mutually agreed to the preceding sentence retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the Indemnified Party shall have been advised and representation of the parties by the same counsel that there exist would be inappropriate due to actual or potential conflicting differing interests between the Indemnifying Party and them. All such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for reimbursable fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Partyshall be reimbursed as they are incurred. The Indemnifying indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding initiated or investigation effected pursued without its prior written consent, which but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying Party shall not be unreasonably withheld, conditioned indemnify the Indemnified Party from and against any loss or delayedliability by reason of such settlement or judgment. No Indemnifying The indemnifying Party willshall not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claimParty, action, suit, proceeding or investigation) unless such settlement, compromise or consent settlement includes an unconditional release of each the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding. The Indemnified Party shall cooperate with the indemnifying Party and obligations arising therefrommay, at its option and expense, be represented in any such action or proceeding.

Indemnification Procedure. If any action, suit, proceeding (a) Promptly after receipt by a RSL Indemnified Party or investigation shall be brought or asserted against any Person entitled a Global One Indemnified Party (hereinafter collectively referred to indemnity hereunder (the “as an "Indemnified Party”)") of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification is being or may be sought hereunder, such Indemnified Party shall notify RSL or Global One, whichever is the Person from whom indemnity is sought appropriate indemnifying Party hereunder (the “"Indemnifying Party”) in writing with reasonable promptness"), of such complaint or of the commencement of such action or proceeding; provided, however, that any the failure by an Indemnified Party to so notify the Indemnifying Party Xxxxx shall not relieve the Indemnifying Party from its obligations liability for such claim arising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability which the Indemnifying Party may have hereunder (except with respect to such claim if, but only if, and only to the extent that that, such failure to notify the Indemnifying Party is materially prejudiced results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such failure to promptly notify)claim. The Indemnifying Party shall be entitled have the right, upon written notice to the Indemnified Party, to assume the defense of any such action, suit, proceeding action or investigationproceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have and the right to separate counsel payment of its own choice to represent it, but the reasonable fees and expenses disbursements of such counsel shall be at counsel. In the expense of such Indemnified Party unless (i) event, however, that the Indemnifying Party has failed promptly declines or fails to assume the defense and of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party Party, in accordance with the preceding sentence or (ii) the either case in a timely manner, then such Indemnified Party shall have been advised by may employ counsel that there exist actual to represent or potential conflicting interests between defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partycounsel as incurred; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of not be required to pay the same general allegations be liable for fees and expenses disbursements of more than one separate firm of attorneys at any time counsel for all Indemnified Parties of in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Indemnified Party and any counsel designated by or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall not be liable for at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any settlement action the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If (a) Promptly after the receipt by any Indemnified Party of notice of the commencement of any Legal Dispute against such Indemnified Party by a third party (including any Governmental Entity) (such action, suit, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder (the a “Indemnified PartyThird Party Claim”), such Indemnified Party shall notify the Person from whom indemnity shall, if a claim with respect thereto is sought to be made against any party obligated to provide indemnification pursuant to this Article X (the “Indemnifying Party”) ), give such Indemnifying Party written notice of such Third Party Claim in writing with reasonable promptness; provided, however, that any failure detail in light of the circumstances then known to such Indemnified Party. In the event of a claim by an a Purchaser Indemnified Party such notice shall be provided to notify the Indemnifying Party Seller. The failure to give such notice shall not relieve the any Indemnifying Party from its obligations any obligation hereunder (except to the extent that such failure materially prejudices such Indemnifying Party. Such Indemnifying Party shall have the right to defend and resolve such Third Party Claim, at such Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party is materially prejudiced by assumes the defense of such failure to promptly notify)Third Party Claim, the Indemnified Party shall reasonably cooperate in such defense at the expense of the Indemnifying Party. The Notwithstanding the foregoing, the Indemnifying Party shall be entitled to may not assume the defense of any a Third Party Claim (i) which includes criminal charges, (ii) that does not solely seek and continue to solely seek monetary damages, (iii) that involves a customer, supplier or employee of the Indemnified Party, or (iv) if the Indemnified Party has been advised by counsel that an actual conflict exists between the Indemnifying Party and the Indemnified Party in connection with the defense of such actionThird Party Claim (the conditions set forth in clauses (i) through (iv) are, suitcollectively, proceeding the “Litigation Conditions”). In the event, however, that the Indemnifying Party declines or investigationfails to assume, including or is not permitted to assume, the employment defense of the Legal Dispute on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of in either case within such counsel shall be at the expense of such Indemnified Party unless (i) 20-day period, or if the Indemnifying Party has failed promptly is not entitled to assume the defense and employ counsel reasonably satisfactory to of the Indemnified Party Legal Dispute in accordance with the preceding sentence sentence, then such Indemnified Party may employ counsel to represent or (ii) defend it in any such audit, investigation, action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel for the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partyas incurred; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of not be required to pay the same general allegations be liable for fees and expenses disbursements of more than one separate firm of attorneys at any time counsel for all Indemnified Parties in any jurisdiction in any single Legal Dispute. In any Legal Dispute for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Legal Dispute, shall have the other party; right to participate in such matter and to retain its own counsel at such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Party’s own expense. If the Indemnifying Party has assumed the defense of a Third Party Claim as provided in this Section 10.3(a), the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such Third Party Claim (though not as counsel of record, and subject to all privileges); provided, however, that if (A) any counsel designated by of the Litigation Conditions come into existence or (B) the Indemnifying PartyParty fails to take reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party shall may not be liable for consent to the entry of any judgment or enter into any settlement of with respect to any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Third Party will, Claim without the prior written consent of the Indemnified Party, settle which consent will not be unreasonably withheld or compromise or delayed, unless such settlement involves solely the payment of money and includes a full release of the Indemnified Party in respect of a Third Party Claim for which the Indemnifying Party has assumed the defense. The Indemnified Party may not consent to the entry of any judgment in or enter into any pending or threatened action, suit, proceeding or investigation in settlement with respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claimThird Party Claim without the prior written consent of the Indemnifying Party, actionwhich consent, suitif the Indemnifying Party has not assumed the defense of such Third Party Claim, proceeding will not be unreasonably withheld or investigation) delayed, unless the Indemnifying Party fails to assume, or is not permitted to assume, and maintain the defense of such settlement, compromise Third Party Claim or consent such settlement includes an unconditional release of each Indemnified the Indemnifying Party and its officers, directors, managers, employees and Affiliates from all liability arising out of such claim. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of any matter the defense of which they are maintaining and obligations arising therefrom.to cooperate in good faith with each other with respect to the defense of any such matter; provided, however, that no party will be required to provide cooperation or furnish any records or other information that would (1) jeopardize the attorney client, work product or similar privilege of the Person in possession or control of such records or other information or (2) contravene any confidentiality Contract, nondisclosure Contract or similar obligation of the Person in possession or control of such records or other information. 50

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled As a condition precedent to indemnity hereunder (the “Indemnified a Party”), such Indemnified Party shall notify the Person from whom indemnity is sought ’s (the “Indemnifying Party”) in writing with reasonable promptness; providedobligations to indemnify, howeverdefend and hold harmless any Osiris Indemnitee or Genzyme Indemnitee (collectively, that any failure by an “Indemnified Party”) pursuant to Section 11.1 or 11.2 above, the Indemnified Party to shall immediately notify in writing, and provide a copy to, the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party receives of any claim that may be subject to such obligations. An Indemnified Party’s failure to deliver written notice, only to the extent prejudicial to the Indemnifying Party’s ability to defend such claim, shall not relieve the Indemnifying Party from its obligations hereunder (except of liability to the extent that Indemnified Party under Section 11.1 or 11.2 hereof, as applicable. The Indemnified Party shall allow the Indemnifying Party is materially prejudiced by the control of the defense and settlement thereof, and assist in such failure to promptly notify). The defense and settlement as the Indemnifying Party may reasonably request in connection with the defense and settlement of the claim (at the Indemnifying Party’s sole cost and expense), and the Indemnified Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of thereof with counsel reasonably mutually satisfactory to the Indemnified Party. The Parties; provided, that the Indemnified Party shall have the right to separate participate in any such proceeding with counsel of its choosing at its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such expense. No Indemnified Party unless (i) may settle a claim or action covered by this Article 11 without the prior written consent of the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought Any payment made by the an Indemnified Party hereunder (whether in violation of this Section 11.3 to settle any such claim or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability action shall be at its own cost and obligations arising therefromexpense.

Indemnification Procedure. If Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action, suit, proceeding or investigation (including any governmental investigation) shall be brought or asserted against instituted involving any Person entitled Party in respect of which indemnity may be sought pursuant to indemnity hereunder this Article 13, such Party (the “Indemnified Party”), such "INDEMNIFIED PARTY") shall promptly notify the other Party (the "INDEMNIFYING PARTY") in writing and the Indemnifying Party and Indemnified Party shall notify meet to discuss how to respond to any claims that are the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an subject matter of such proceeding. The Indemnified Party to notify shall cooperate fully with the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by in defense of such failure to promptly notify)matter. The Indemnifying Party Party, upon request of the Indemnified Party, shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of retain counsel reasonably satisfactory to the Indemnified PartyParty to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. The In any such proceeding, the Indemnified Party shall have the right to separate counsel of retain its own choice to represent itcounsel, but the fees and expenses of such counsel shall be at the expense of such the Indemnified Party unless (ia) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by mutually agreed to the retention of such counsel that there exist actual or potential conflicting interests between (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such the Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out and representation of both Parties by the same general allegations counsel would be liable for inappropriate due to actual or potential differing interests between them. All such fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Partyshall be reimbursed as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which but, if settled with such consent shall not or if there be unreasonably withhelda final judgment for the plaintiff, conditioned or delayed. No the Indemnifying Party willagrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claimParty, action, suit, proceeding or investigation) unless such settlement, compromise or consent settlement includes an unconditional release of each the Indemnified Party from all liability and obligations arising therefromon claims that are the subject matter of such proceeding.

Indemnification Procedure. If When required to indemnify a Party in accordance with Sections 8.1 or 8.2 hereof, the Party required hereunder to provide such indemnification shall assume on behalf of such indemnified Party and conduct with due diligence and in good faith the defense of any actionsuch claim against such Party, suit, proceeding whether or investigation not the indemnifying Party shall be brought or asserted against any Person entitled to indemnity hereunder (joined therein, and the “Indemnified Party”), such Indemnified indemnified Party shall notify cooperate with the Person from whom indemnity is sought (indemnifying Party in such defense. Subject to the “Indemnifying Party”) in writing with reasonable promptnessimmediately preceding sentence, the indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that any failure by an Indemnified (i) no settlement shall be made without the indemnified Party's prior written consent and (ii) without relieving the indemnifying Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from of its obligations hereunder (except or impairing the indemnifying Party's right to control the extent that defense or settlement thereof, the Indemnifying indemnified Party is materially prejudiced by such failure may elect to promptly notify). The Indemnifying Party shall be entitled to assume participate through separate counsel in the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent itclaim, but the fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party unless (ia) the Indemnifying employment of counsel by such indemnified Party has failed promptly to assume been authorized in writing by the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or indemnifying Party, (iib) the Indemnified indemnified Party shall have been advised by reasonably concluded (based on an opinion of counsel to such indemnified Party) that there exist actual or potential conflicting interests exists a material conflict of interest between the Indemnifying indemnifying Party and such Indemnified Party, including situations indemnified Party in the conduct of the defense of such claim (in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to case the Indemnifying Party; provided, however, that the Indemnifying indemnifying Party shall notnot have the right to control the defense or settlement of such claim, in connection with any one on behalf of such action indemnified Party) or proceeding (c) the indemnifying Party shall not have assumed, or separate but substantially similar actions or proceedings arising out shall not have employed counsel to assume, the defense of such claim within a reasonable time after notice of the same general allegations be liable for commencement thereof. In each of such cases, the reasonable fees and expenses of more than one separate firm of attorneys counsel shall be at any time for all Indemnified Parties the expense of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any actionWhen TOYOTA or Joby Aero, suitas applicable (an “Indemnifying Party”) is required to indemnify a JOBY Indemnified Party or TOYOTA Indemnified Party, proceeding or investigation shall be brought or asserted against any Person entitled to indemnity hereunder as applicable (the “Indemnified Party”), such Indemnified Party shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing accordance with reasonable promptness; providedthis Article X, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall assume on behalf of such Indemnified Party, and conduct with due diligence and in good faith, the defense of any claim against such party, whether or not relieve the Indemnifying Party from its obligations hereunder (except to shall be joined therein, and the extent that Indemnified Party shall reasonably cooperate with the Indemnifying Party is materially prejudiced by in such failure to promptly notify)defense. The Indemnifying Party shall be entitled in charge of the defense and settlement of such claim; provided, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to assume control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent itclaim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless Party, except in the event that (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (iia) the Indemnified Party shall have been advised by counsel reasonably concluded that there exist actual or potential conflicting interests exists a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Indemnified Party, including situations claim (in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that case the Indemnifying Party shall notnot have the right to control the defense or settlement of such claim on behalf of such Indemnified Party); or (b) the Indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement of an action thereon, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of which case the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated shall be paid by the Indemnifying Party. The No Indemnifying Party shall not be liable for any settlement of settle any such action, suit, proceeding claims or investigation effected without its written consent, actions in a manner which consent shall not be unreasonably withheld, conditioned would require any admission of fault or delayed. No Indemnifying guilt or any other action or forbearance from action by any Indemnified Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If In the event of any action, suit, proceeding or investigation shall be brought or asserted Third Party Claim against any Person entitled to indemnity hereunder Licensee Indemnitee or Xxxxx Indemnitee (the respectively, individually, an “Indemnified PartyIndemnitee”), such Indemnified the indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) other Party in writing with reasonable promptnessof the claim and the indemnifying Party shall manage and control, at its sole expense, the investigation and defense of the Third Party Claim and its settlement; provided, however, provided that any the failure by an Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying indemnifying Party from of its obligations hereunder (under this Section 10.5 except to the extent that of the Indemnifying Party is materially prejudiced actual prejudice suffered by such failure to promptly notify)Party as a result of such failure. The Indemnifying Party Indemnitee shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance cooperate with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying indemnifying Party and such Indemnified Partymay, including situations at its option and expense, be represented in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out by counsel of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Partychoosing. The Indemnifying indemnifying Party shall not be liable for any settlement settlements or voluntary dispositions of any Third Party Claim entered into by any Indemnitee without the indemnifying Party’s written authorization, such action, suit, proceeding or investigation effected without its written consent, which consent shall authorization not to be unreasonably withheld. Notwithstanding the foregoing, conditioned if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 10.5.1 or delayedSection 10.5.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to be represented in any such action or proceeding by separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. No Indemnifying The indemnifying Party willshall be free to settle or enter into any voluntary disposition of any Third Party Claims subject to indemnification by it hereunder, without except for any such settlement or voluntary disposition that adversely affects any Licensed Intellectual Property or imposes non-indemnified liability or admits fault or wrongdoing on the prior written part of any Indemnitee, which will require the consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromapplicable Indemnitee(s).

Indemnification Procedure. If In the event of any action, suit, proceeding or investigation shall be brought or asserted Third Party Claim against any Person entitled to indemnity hereunder Aevi Indemnitee or MedImmune Indemnitee (the individually, an “Indemnified PartyIndemnitee”), such Indemnified the indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) other Party in writing with reasonable promptnessof the claim and the indemnifying Party shall manage and control, at its sole expense, the investigation and defense of the Third Party Claim and its settlement; provided, however, provided that any the failure by an Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying indemnifying Party from of its obligations hereunder (under this Section 11.6 except to the extent that of the Indemnifying Party is materially prejudiced actual prejudice suffered by such failure to promptly notify)Party as a result of such failure. The Indemnifying Party Indemnitee shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance cooperate with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying indemnifying Party and such Indemnified Partymay, including situations at its option and expense, be represented in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Partyproceeding. The Indemnifying indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 11.6 or Section 11.6.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to be represented in any such action or proceeding by separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. The indemnifying Party shall not effect any settlement of any such action, suit, proceeding or investigation effected claims without its written consentthe consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned withheld or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding (a) Promptly after receipt by a RSL Indemnified Party or investigation shall be brought or asserted against any Person entitled a Global One Indemnified Party (hereinafter collectively referred to indemnity hereunder (the “as an "Indemnified Party”)") of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification is being or may be sought hereunder, such Indemnified Party shall notify RSL or Global One, whichever is the Person from whom indemnity is sought appropriate indemnifying Party hereunder (the “"Indemnifying Party”) in writing with reasonable promptness"), of such complaint or of the commencement of such action or proceeding; provided, however, that any the failure by an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations liability for such claim arising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability which the Indemnifying Party may have hereunder (except with respect to such claim if, but only if, and only to the extent that that, such failure to notify the Indemnifying Party is materially prejudiced results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such failure to promptly notify)claim. The Indemnifying Party shall be entitled have the right, upon written notice to the Indemnified Party, to assume the defense of any such action, suit, proceeding action or investigationproceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have and the right to separate counsel payment of its own choice to represent it, but the reasonable fees and expenses disbursements of such counsel shall be at counsel. In the expense of such Indemnified Party unless (i) event, however, that the Indemnifying Party has failed promptly declines or fails to assume the defense and of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party Party, in accordance with the preceding sentence or (ii) the either case in a timely manner, then such Indemnified Party shall have been advised by may employ counsel that there exist actual to represent or potential conflicting interests between defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partycounsel as incurred; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of not be required to pay the same general allegations be liable for fees and expenses disbursements of more than one separate firm of attorneys at any time counsel for all Indemnified Parties of in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Indemnified Party and any counsel designated by or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall not be liable for at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any settlement action the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person entitled When required to indemnity hereunder (the “Indemnified Party”), such indemnify an Indemnified Party shall notify in accordance with Section 5.2 or this Article 9, the Person from whom indemnity is sought O&M Contractor or the Owner, as applicable (in such capacity, the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in writing good faith the defense of any Claim against such Indemnified Party and shall bear the expense thereof, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with reasonable promptness; the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such Claim, provided, however, that any failure by an Indemnified Party to notify without relieving the Indemnifying Party shall not relieve the Indemnifying Party from of its obligations hereunder (except to the extent that or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party is materially prejudiced by such failure may elect to promptly notify). The Indemnifying Party shall be entitled to assume participate through separate counsel in the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent itClaim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (ia) the Indemnifying employment of counsel by such Indemnified Party has failed promptly to assume been authorized in writing by the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or Indemnifying Party, (iib) the Indemnified Party shall have been advised by counsel reasonably concluded that there exist actual or potential conflicting interests exists a material conflict of interest between the Indemnifying Party and such Indemnified Party, including situations Party in the conduct of the defense of such Claim (in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that case the Indemnifying Party shall notnot have the right to control the defense or settlement of such Claim on behalf of such Indemnified Party), in connection with any one (c) the Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such action or proceeding or separate but substantially similar actions or proceedings arising out Claim within a reasonable time after notice of the same general allegations be liable for commencement thereof or (d) such Claim entails a significant risk of criminal penalties or material monetary or non-monetary sanctions being imposed on the Indemnified Party. In each of such cases set forth in the second sentence of this paragraph, the reasonable fees and expenses of more than one separate firm counsel shall be at the expense of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by except where the Indemnifying Party. The Indemnifying Party shall is ultimately deemed not be liable for any settlement of any such action, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without to have been required to provide the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be indemnity sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromParty.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person Each party entitled to indemnity hereunder indemnification ------------------------- under this Agreement (the “"Indemnified Party”), ") shall give notice to the 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 notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify permit the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such actionclaim or any litigation resulting therefrom; provided, suitthat counsel for -------- the Indemnifying Party, proceeding who shall conduct the defense of such claim or investigationlitigation, including the employment of counsel reasonably satisfactory to shall be approved by the Indemnified PartyParty (whose approval shall not be unreasonably withheld); 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. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of may participate in such counsel shall be defense at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partyparty's expense; provided, -------- however, that the Indemnifying Party shall not, in connection with any one pay such action or proceeding or separate but substantially similar actions or proceedings arising out expense if representation of ------- such Indemnified Party by the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel designated by the in such proceeding. No Indemnifying Party. The Indemnifying Party shall not be liable for any settlement , in the defense of any such actionclaim or litigation shall, suitexcept with the consent of each Indemnified Party, proceeding consent to entry of any judgment or investigation effected without its written consententer into any settlement that 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 of such claim or litigation, which and no Indemnified Party shall consent shall not be unreasonably withheld, conditioned to entry of any judgment or delayed. No Indemnifying Party will, settle such claim or litigation without the prior written consent of the Indemnified Indemnifying Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefrom.

Indemnification Procedure. If In the event of any action, suit, proceeding or investigation shall be brought or asserted such claim against any Person entitled to indemnity hereunder Purchaser Indemnitee or Seller Indemnitee (the each an “Indemnified Party”), such the Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) indemnifying Party in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify of the Indemnifying claim and the indemnifying Party shall not relieve the Indemnifying Party from manage and control, at its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume sole expense, the defense of the claim and its settlement. The indemnifying Party shall have the right to solely direct and control the defense and settlement of any such actionproceeding and, suitif it so elects, proceeding or investigation, including the employment of shall retain counsel reasonably satisfactory to the Indemnified PartyParty to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. The In any such proceeding, the Indemnified Party shall have the right to separate counsel of retain its own choice to represent itcounsel, but the fees and expenses of such counsel shall be at the expense of such the Indemnified Party unless (i) the Indemnifying indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with shall have mutually agreed to the preceding sentence retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the Indemnified Party shall have been advised and representation of the parties by the same counsel that there exist would be inappropriate due to actual or potential conflicting differing interests between the Indemnifying Party and them. All such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for reimbursable fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Partyshall be reimbursed as they are incurred. The Indemnifying indemnifying Party shall not be liable for any settlement of any such action, suit, proceeding initiated or investigation effected pursued without its prior written consent, which but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying Party shall not be unreasonably withheld, conditioned indemnify the Indemnified Party from and against any loss or delayedliability by reason of such settlement or judgment. No Indemnifying The indemnifying Party willshall not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened action, suit, proceeding or investigation in respect of which indemnification may be the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claimParty, action, suit, proceeding or investigation) unless such settlement, compromise or consent settlement includes an unconditional release of each the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding. The Indemnified Party shall cooperate with the indemnifying Party and obligations arising therefrommay, at its option and expense, be represented in any such action or proceeding.

Indemnification Procedure. If any action, suit, proceeding or investigation Each Indemnified Party shall be brought or asserted against any Person entitled give notice to indemnity hereunder (the “Indemnified Party”), Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify permit the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such actionclaim or any litigation resulting therefrom, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) provided the Indemnifying Party has failed promptly acknowledges its obligations to assume the defense and employ counsel reasonably satisfactory to indemnify the Indemnified Party in accordance with respect to the preceding sentence claim and provided further that counsel for the Indemnifying Party, who shall conduct the defense of such claim or (ii) litigation, shall be approved by the Indemnified Party (whose approval shall have been advised by counsel not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that there exist actual or potential conflicting interests between the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available of its obligations under this Section 4 except to the extent that the failure to give such notice is materially prejudicial to an Indemnifying Party; provided, however’s ability to defend such action and provided further, that the Indemnifying Party shall notnot assume the defense for matters as to which there is a conflict of interest or separate and different defenses but shall bear the expense of such defense nevertheless. No Indemnifying Party, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement defense of any such actionclaim or litigation, suitshall, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without except with the prior written consent of the each Indemnified Party, settle or compromise or consent to the entry of any judgment in or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action, suit, proceeding or investigation plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If the Indemnifying Party does not assume the defense of which indemnification may be sought by any claim or proceeding resulting therefrom, the Indemnified Party hereunder (whether may defend against such claim or not any proceeding as the Indemnified Part may deem appropriate and may settle such claim or proceeding in such manner as the Indemnified Party is an actual or potential party may deem appropriate, all without prejudice to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromits right to indemnification hereunder.

Indemnification Procedure. If any action, suit, proceeding or investigation shall be brought or asserted against any Person 11.3.1 Any party entitled to indemnity indemnification hereunder (the “"Indemnified Party”), such Indemnified Party ") shall notify the Person from whom indemnity is sought party obliged to indemnify (the “"Indemnifying Party”") promptly after it becomes aware of any suit, claim, action, proceeding, arbitration or investigation (each, an "Action") as to which indemnity may be sought. In the event that the Indemnifying Party acknowledges in writing its indemnification obligation with reasonable promptnessrespect to any such Action, the Indemnifying Party shall be entitled, at its expense, to control the defense of such Action; provided, however, that any failure by an Indemnified Party to notify (i) counsel for the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced must -------- ------- be approved by such failure to promptly notify). The Indemnifying Party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to separate counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party in accordance with the preceding sentence or (which approval shall not be unreasonably withheld), and (ii) the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and may also participate in such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partydefense at its own expense; provided, howeverfurther, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The an Indemnifying Party shall not be liable for any settlement -------- ------- entitled to assume the defense or control of any Action if: (v) the Indemnified Party agrees, in writing, to assume the cost of such actionAction and forgo any indemnity claimed under this Article 11, suit, proceeding or investigation effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without (w) in the prior written consent opinion of legal counsel for the Indemnified Party, settle such Action involves the potential imposition of a criminal liability on the Indemnified Party, its officers, directors, employees or compromise agents, (x) in the opinion of legal counsel for the Indemnified Party, an actual or consent potential conflict of interest exists where it is advisable for such Indemnified Party to be represented by separate counsel, (y) with respect to AqSub only, failure to stay the enforcement of such Action will result in the imminent risk of sale, forfeiture or loss of the Assets or any material portion thereof or a material disruption in the operation of the business purchased by AqSub pursuant to this Agreement, or (z) with respect to AqSub only, such Action results in the creation of any lien on the Assets or any portion thereof unless the Indemnifying Party shall have filed with the court an appropriate security bond securing payment of any such lien and all costs associated therewith; provided, -------- however, with respect to clauses (x) and (y) in this Section 11.3.1, the ------- Indemnified Party shall conduct the defense of the Action in a manner, in the Indemnified Party's reasonable good faith judgment, reasonably designed to avoid or minimize potential damages for which the Indemnifying Party will ultimately be responsible for hereunder. In the circumstances described in the foregoing subsections 11.3.1(v) through (z), (I) the Indemnified Party shall provide notice to the entry Indemnifying Party of any judgment in any pending or threatened action, suit, proceeding or investigation in respect the assumption of which indemnification may be sought the defense by the Indemnified Party hereunder and shall be entitled to control and assume responsibility for the defense of such Action, at the cost and expense of the Indemnifying Party; (whether or not II) the Indemnifying Party may, in any event, participate in all such proceedings at its own cost and expense; and (III) the Indemnified Party is an actual will provide copies of pleadings and other documents necessary to permit the Indemnifying Party to participate in such proceedings or potential party to follow the course of such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromproceedings.

Indemnification Procedure. If (a) Promptly after receipt by an Indemnified Party of notice by a third party of any action, suit, complaint or the commencement of any action or proceeding with or investigation shall be brought or asserted against any Person entitled an Indemnified Party with respect to indemnity hereunder (the “Indemnified Party”)which indemnification is being sought hereunder, such Indemnified Party shall will notify the Person from whom indemnity Representative of such complaint or of the commencement of such action or proceeding. If the Representative is sought (the “Indemnifying Party”) in writing with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder (except to the extent that the Indemnifying Party is materially prejudiced so requested by such failure to promptly notify). The Indemnifying Party shall be entitled to Indemnified Party, the Representative will assume the defense of any such action, suit, proceeding action or investigationproceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have In the right to separate counsel of its own choice to represent itevent, but the fees and expenses of such counsel shall be at the expense of however, that such Indemnified Party unless (i) the Indemnifying Party has failed promptly determines to assume the defense and or if the Representative fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the such Indemnified Party, in either case in a timely manner, then such Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and the fees and disbursements of such counsel will be paid out of the Escrow Funds in accordance with the preceding sentence or (ii) terms of the Indemnified Party shall have been advised by counsel that there exist actual or potential conflicting interests between the Indemnifying Party and such Indemnified Party, including situations in which one or more legal defenses may be available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with Escrow Agreement. In any one such action or proceeding or separate but substantially similar actions or proceedings arising out of with respect to which indemnification is being sought hereunder, the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties or the Representative, whichever are not assuming the defense of the other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such action, suitas the case may be, proceeding or investigation effected without will have the right to participate in such litigation and to retain its written consentown counsel whose expense, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party will, without in the prior written consent case of the Indemnified Party, settle or compromise or consent shall be paid by such Indemnified Party and, in the case of the Representative, shall be paid out of the Escrow Funds, so long as any amounts remain thereof, and otherwise in accordance with Section 12.5 below. The Indemnified Parties and the Representative, as the case may be, shall at all times use reasonable efforts to keep each other reasonably apprised of the entry status of the defense of any judgment in any pending or threatened action, suit, proceeding or investigation in respect claim the defense of which indemnification may be sought by the Indemnified Party hereunder (whether or not any Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability and obligations arising therefromthey are maintaining.