Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Section 6 are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Regency Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrong doing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle any such action or claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify (a) Promptly after receipt by a Purchaser Indemnified Party under Section 7.1 of notice of the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any claim with action, such Purchaser Indemnified Party shall, if a Claim in respect thereof is to which the indemnified party is entitled to indemnification hereunder. If be made against any Indemnifying Party under Section 7.1, notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by of the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (commencement thereof; provided, however, that failure to so notify the indemnified party’s approval Indemnifying Party shall not be required with respect to counsel designated by affect the Indemnifying Party’s insurer); (ii) so long as obligations hereunder, except to the extent that the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligencefailure. The Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s choice at the Indemnifying Party’s expense to represent the Purchaser Indemnified Party in any action for which indemnification is sought (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Purchaser Indemnified Parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Purchaser Indemnified Party. Notwithstanding the Indemnifying Party’s election to appoint counsel to represent the Purchaser Indemnified Party in an action, the Indemnifying Purchaser Indemnified Party shall have the right to control said defense employ separate counsel (including local counsel), and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given shall bear the written notice provided for above reasonable fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Indemnifying Party to represent the indemnified party, except if there is Purchaser Indemnified Party would present such counsel with a conflict of interest between interest; (ii) the parties with respect actual or potential defendants in, or targets of, any such action include both the Purchaser Indemnified Party and the Indemnifying Party and the Purchaser Indemnified Party shall have reasonably concluded that there may be legal defences available to such claim it and/or other Purchaser Indemnified Parties which are different from or defenseadditional to those available to the Indemnifying Party; and (iii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the right, without Purchaser Indemnified Party to represent the consent Purchaser Indemnified Party within 14 days after notice of the indemnified party, to settle institution of such claim, provided that such settlement involves only the payment of money, action; or (iv) the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, shall authorize the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right Purchaser Indemnified Party to participate in the defense of such claim being defended by the Indemnifying Party employ separate counsel at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any A claim for indemnification for any matter not involving a third party obligated claim may be asserted by notice to indemnify the other party from whom indemnification is sought; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article V, except as otherwise provided in Sections 5.01 and 5.02. Promptly after any Contango Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such claim, it shall promptly after such determination, and in no event later than five (5) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense and thereof and/or the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control relevant to the claim. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has, within ten (10) Business Days of when the expense Indemnified Party provides written notice of a claim, failed (y) to assume the defense or settlement of such claim and employ counsel or (z) to notify the Indemnified Party of such assumption, or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrong doing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated A claim to indemnify which indemnification applies under Section 6.6(a) or Section 6.6(b) will be referred to herein as a “Claim”. If any Party (each, an “Indemnified Party”) intends to claim indemnification under this Section 6.6, the Indemnified Party will notify the other party under this Agreement Party (the “Indemnifying Party”) shall in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure to give notice). The Indemnifying Party will have the right, by written notice to the indemnified party, right to assume and control the defense of any claim such Claim at its own expense with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnified partyIndemnified Party, if representation of such approval Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflict of interests between such counsel and any other Party represented by such counsel in such proceedings. If the Indemnifying Party does not assume the defense of such Claim as aforesaid, the Indemnified Party may defend such Claim but will have no obligation to do so. The Indemnified Party will not settle or compromise any Claim without the prior written consent of the Indemnifying Party, and the Indemnifying Party will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnified Party’s interests, without the prior written consent of the Indemnified Party, which consent, in each case, will not be unreasonably withheld withheld, conditioned or delayed (provideddelayed. The Indemnified Party will reasonably cooperate with the Indemnifying Party, however, that the indemnified party’s approval shall not be required with respect to counsel designated by at the Indemnifying Party’s insurer); (ii) so long as expense, and will make available to the Indemnifying Party is conducting such defense with reasonable diligence, all pertinent information under the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified partyIndemnified Party, which information will be subject to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 5.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Atlas Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party’s prior written notice consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any *** Confidential Treatment Requested *** litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within […***…] after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within […***…] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Inergy Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Crosstex Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrong doing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Buckeye Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Promptly after any person entitled to indemnification under this Article VII (the “Indemnified Party”) has received notice of or has knowledge of any claim against the Indemnified Party by a person not a party obligated to indemnify this Agreement (a “Third Person”) or the commencement of any action or proceeding by a Third Person, it shall give the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to of such claim or the indemnified party, to assume commencement of such action or proceeding; provided that no delay on the defense part of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If Indemnified Party in notifying the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will relieve the Indemnifying Party from any obligation hereunder unless, and approved by then solely to the indemnified partyextent that, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) Party is prejudiced thereby. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the Damages. The Indemnifying Party shall have right to defend, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party is conducting such defense with reasonable diligence, pursues the same in good faith and diligently. If the Indemnifying Party undertakes to defend or settle, it shall have promptly notify the right Indemnified Party of its intention to control said do so, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after limited to, furnishing the Indemnifying Party has given the written notice provided for above to the indemnified partywith any personnel, except if there is a conflict of interest between the parties with respect to such claim books, records or defense; and (iii) information reasonably requested by the Indemnifying Party shall have that are in the right, without Indemnified Party=s possession or control. Notwithstanding the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneyforegoing, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense any matter through counsel of such claim being defended by the Indemnifying Party its own choosing at the its own expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of unless there is a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of that prevents counsel for the Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is conducting entitled to indemnification hereunder, or fails to diligently pursue such defense, the Indemnified Party may undertake such defense thereof through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in accordance such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith. No party hereto, without the prior written consent of the other, shall settle, compromise or consent to the entry of any judgment with this Agreement; respect to any pending or threatened Claim unless the settlement, compromise or consent (i) provides for and includes an express, unconditional release of all Indemnified Parties and Indemnifying Parties from all liabilities, claims, demands, actions and obligations in connection therewith and (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take does not provide for any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofrelief other than monetary relief.

Indemnification Procedure. Any party If an Indemnified Party asserts that an Indemnifying Party has become obligated to indemnify pursuant to this Section 7, or if any Action is begun, made or instituted as a result of which the other party under this Agreement (Indemnifying Party may become obligated to an Indemnified Party hereunder, the “Indemnifying Party”) Indemnified Party shall have the right, by give written notice to the indemnified party, Indemnifying Party within a sufficiently prompt time to assume the defense of any claim with respect avoid prejudice to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by but the failure to so promptly notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party hereto to the extent it is not actually prejudiced thereby), specifying in reasonable detail the facts upon which the claimed right to indemnification is based. The Indemnifying Party shall, at its own cost, contest and approved by defend any Action against the indemnified partyIndemnified Party. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement without the consent, such approval not to be unreasonably withheld or delayed delayed, of the Indemnified Party if such judgment or settlement (provided, however, that a) does not include as an unconditional term thereof the indemnified party’s approval shall not be required with giving by each claimant or plaintiff to the Indemnified Party (and any applicable Affiliate thereof) of an unconditional and irrevocable release from all Liability in respect to counsel designated such claim, (b) would result in the finding or admission of any violation of applicable Law by the Indemnified Party or its Affiliates or (c) provides for injunctive or other non-monetary relief affecting the Indemnified Party or its Affiliates. Any payment to be made by an Indemnifying Party to an Indemnified Party shall be made within thirty (30) days of (i) the Indemnified Party’s delivery of notice of a claim for indemnification, such claim being uncontested by the Indemnifying Party’s insurer); Party within the thirty (30) day period, or (ii) so long as in the event that the Indemnifying Party contests the claim pursuant to the dispute resolution procedures set forth in Section 10 hereof and the dispute is conducting such defense with reasonable diligenceresolved in favor of the Indemnified Party, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements date of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent final determination of the amount to be indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of under such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Indemnified Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party may not settle any claim Action itself without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim be unreasonably withheld or to disclaim liability in respect thereofdelayed.

Indemnification Procedure. Any Promptly after any party obligated to indemnify seeking reimbursement (the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, (such counsel reasonably acceptable to the Indemnified Party), any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel with consent of the Indemnifying Party and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Article VI are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense of defense or employ counsel reasonably acceptable to the indemnified party, but Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from those available to the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Promptly after any person entitled to indemnification under this Section 7 (the “Indemnified Party”) has received notice of or has knowledge of any claim against the Indemnified Party by a person not a party obligated to indemnify this Agreement (a “Third Person”) or the commencement of any action or proceeding by a Third Person, it shall give the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to of such claim or the indemnified party, to assume commencement of such action or proceeding; provided that no delay on the defense part of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If Indemnified Party in notifying the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will relieve the Indemnifying Party from any obligation hereunder unless, and approved by then solely to the indemnified partyextent that, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) Party is prejudiced thereby. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the Damages. The Indemnifying Party shall have right to defend, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party is conducting such defense with reasonable diligence, pursues the same in good faith and diligently. If the Indemnifying Party undertakes to defend or settle, it shall have promptly notify the right Indemnified Party of its intention to control said do so, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after limited to, furnishing the Indemnifying Party has given the written notice provided for above to the indemnified partywith any personnel, except if there is a conflict of interest between the parties with respect to such claim books, records or defense; and (iii) information reasonably requested by the Indemnifying Party shall have that are in the right, without Indemnified Party=s possession or control. Notwithstanding the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneyforegoing, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense any matter through counsel of such claim being defended by the Indemnifying Party its own choosing at the its own expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of unless there is a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of that prevents counsel for the Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is conducting entitled to indemnification hereunder, or fails to diligently pursue such defense, the Indemnified Party may undertake such defense thereof in accordance with this Agreement; or (ii) if a claim is covered by through counsel of its choice, at the cost and expense of the Indemnifying Party’s liability insurance, take and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or omit expenses incurred by the Indemnified Party in connection therewith. No party hereto, without the prior written consent of the other, shall settle, compromise or consent to take the entry of any action which would cause judgment with respect to any pending or threatened Claim unless the insurer settlement, compromise or consent (1) provides for and includes an express, unconditional release of all Indemnified Parties and Indemnifying Parties from all liabilities, claims, demands, actions and obligations in connection therewith and (2) does not to defend such claim or to disclaim liability in respect thereofprovide for any relief other than monetary relief.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article IX, such party obligated (the “Indemnified Party”) shall give written notice to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have of the right, by written notice facts and circumstances giving rise to the indemnified partyclaim. In that regard, if any Action, Liability or obligation shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article IX (a “Third-Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense of any claim thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to which the indemnified party is entitled to indemnification hereunderIndemnified Party and the payment of all necessary expenses. If the Indemnifying Party gives such written notice, (i) such elects to assume control of the defense shall be conducted by counsel selected by the Indemnifying of a Third-Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceClaim, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any employ counsel engaged separate from counsel employed by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to in any such claim or defense; action and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense thereof, but the fees and expenses of such claim being defended counsel employed by the Indemnifying Indemnified Party shall be at the expense of the indemnified party, but Indemnified Party unless (i) the Indemnifying Party shall have has been advised by the right to control such defense (other than in the event Indemnifying Party’s counsel that a reasonable likelihood exists of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as and the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; Indemnified Party, or (ii) if a claim is covered the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party’s liability insurance. All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party giving notice to the Indemnifying Party. Absent an emergency or other extenuating circumstance, take or omit the Indemnified Party shall give written notice to take the Indemnifying Party of such Direct Claim prior to taking any action which would cause the insurer not material actions to defend remedy such claim or to disclaim liability in respect thereofDirect Claim.

Indemnification Procedure. Any party obligated to indemnify As soon as practicable after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the reasonable expenses and fees of interest between the parties with respect such separate counsel and other reasonable expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld, delayed or conditioned), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Article VI are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (Agreement, the “Indemnifying Party”) Indemnified Party shall give the Company written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Company will not relieve the Company from any liability it may have to such Indemnified Party hereunder except to the extent that the Company is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Company shall have the rightright to defend and settle, at its own expense and by written notice its own counsel who shall be reasonably acceptable to the indemnified partyIndemnified Party, to assume any such matter as long as the defense of any claim with respect to which Company pursues the indemnified party is entitled to indemnification hereundersame diligently and in good faith. If the Indemnifying Company undertakes to defend or settle, it shall promptly notify the Indemnified Party gives such written noticeof its intention to do so, (i) such and the Indemnified Party shall cooperate with the Company and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Company with any books, records and other information reasonably requested by the Company and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be conducted by counsel selected at the cost of the Company. After the Company has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Company diligently pursues such defense, the Company shall not be liable for any additional legal expenses incurred by the Indemnifying Indemnified Party and approved by the indemnified party, in connection with any defense or settlement of such approval not to be unreasonably withheld or delayed (asserted liability; provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified partyentitled (a) at its expense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by asserted liability and the Indemnifying Party at the expense negotiations of the indemnified partysettlement thereof and (b) if (i) the Company has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Company and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Company or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Company, but then the Indemnifying Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Company as incurred. In no event Notwithstanding any other provision of this Agreement, the Company shall (i) the indemnified party not settle any indemnified claim without the written consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Each Indemnified Party”) ” shall have the right, by written give notice to the indemnified partyIndemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided the Indemnifying Party acknowledges its obligations to indemnify the Indemnified Party with respect to which the indemnified party is entitled claim and provided further that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to indemnification hereunder. If give notice as provided herein shall not relieve the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by of its obligations under this Section 4 except to the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect failure to counsel designated by the give such notice is materially prejudicial to an Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting ability to defend such defense with reasonable diligenceaction and provided further, that the Indemnifying Party shall have not assume the right defense for matters as to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if which there is a conflict of interest between or separate and different defenses but shall bear the parties expense of such defense nevertheless. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or defense; and (iii) litigation. If the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in does not assume the defense of such any claim being defended by or proceeding resulting therefrom, the Indemnifying Indemnified Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to may defend against such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long proceeding as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend Indemnified Part may deem appropriate and may settle such claim or proceeding in such manner as the Indemnified Party may deem appropriate, all without prejudice to disclaim liability in respect thereofits right to indemnification hereunder.

Indemnification Procedure. Any party obligated (a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to indemnify as an “Indemnified Party”) of notice by a Third Party (including any Governmental Authority) of any Proceeding or the other party under this Agreement commencement of any audit with respect to which such Indemnified Party may be entitled to receive payment hereunder for any Buyer Losses or any Seller Losses (as the case may be), such Indemnified Party will notify Buyer or Seller, as the case may be (in such capacity, Buyer or Seller is hereinafter referred to as an “Indemnifying Party”) shall of such Proceeding or audit; provided, however, that the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such Proceeding or audit only if, and only to the extent that, the defense of such Proceedings or audit is prejudiced as a result of the failure to notify the Indemnifying Party. The Indemnifying Party will have the right, by at its sole expense, upon written notice delivered to the indemnified partyIndemnified Party within fifteen (15) days after receiving such notice, to assume the defense of any claim such Proceeding with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by reasonably satisfactory to the indemnified party, such approval not to be unreasonably withheld or delayed (providedIndemnified Party. In the event, however, that the indemnified party’s approval shall not be required Indemnifying Party declines or fails to (i) assume the defense of the Proceeding on the terms provided above or to prosecute such defense in good faith or (ii) employ counsel reasonably satisfactory to the Indemnified Party, in any case within such fifteen (15) day period, then such Indemnified Party may employ counsel to represent or defend it in any such Proceeding and the Indemnifying Party will (subject to the other terms and provisions of this Agreement) pay the reasonable fees and disbursements of such counsel as incurred. In any Proceeding with respect to counsel designated by which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party’s insurer); (ii) so long as , whichever is not assuming the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement andProceeding, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall will have the right to participate in such matter and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will at all times use reasonable best efforts to (x) diligently conduct the defense of such claim being defended by any Proceeding for which it is maintaining the defense, (y) keep the Indemnified Party or the Indemnifying Party at Party, as the expense case may be, reasonably apprised of the indemnified party, but status of the Indemnifying Party shall have defense of any Proceeding the right to control such defense of which they are maintaining and (z) cooperate in good faith with each other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take of any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofProceeding.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform the other party under this Agreement Party (the “Indemnifying Party”) shall of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any claim such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified partyIndemnifying Party’s insurer as the Indemnifying Party may reasonably request, such approval not and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to be unreasonably withheld or delayed (providedparticipate, howeverat its own expense and with counsel of its choice, in the defense of any Third Party that the indemnified party’s approval shall not be required with respect to counsel designated has been assumed by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying . Neither Party is conducting such defense with reasonable diligence, the Indemnifying Party shall will have the right obligation to control said defense and shall not be required to pay indemnify the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying other Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such any settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim made without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability insuranceof the Indemnified Party without the Indemnified Party’s prior written consent, take which consent will not be unreasonably withheld, conditioned, or omit delayed. If the Parties cannot agree as to take the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any action which would cause Third Party Claim, then the insurer not Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to defend such claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or to disclaim liability in respect thereofSection 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. Any party obligated to indemnify Promptly after any AMD Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Investor Indemnified Party or Company Indemnified Party, as applicable (the other party “Indemnified Party”), has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which such Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, such Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith and makes an unqualified acknowledgment in writing of its obligation to provide indemnification to the Indemnified Party with respect to such matter. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any MarkWest Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article X, such party obligated (the “Indemnified Party”) shall give written notice to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have of the right, by written notice facts and circumstances giving rise to the indemnified partyclaim. In that regard, if any Action, Liability or obligation shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article X (a “Third-Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense of any claim thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to which the indemnified party is entitled to indemnification hereunderIndemnified Party and the payment of all necessary expenses. If the Indemnifying Party gives such written notice, (i) such elects to assume control of the defense shall be conducted by counsel selected by the Indemnifying of a Third-Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceClaim, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any employ counsel engaged separate from counsel employed by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to in any such claim or defense; action and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense thereof, but the fees and expenses of such claim being defended counsel employed by the Indemnifying Indemnified Party shall be at the expense of the indemnified party, but Indemnified Party unless (i) the Indemnifying Party shall have has been advised by the right to control such defense (other than in the event Indemnifying Party’s counsel that a reasonable likelihood exists of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as and the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; Indemnified Party, or (ii) if a claim is covered the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party’s liability insurance. All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party giving notice to the Indemnifying Party. Absent an emergency or other extenuating circumstance, take or omit the Indemnified Party shall give written notice to take the Indemnifying Party of such Direct Claim prior to taking any action which would cause the insurer not material actions to defend remedy such claim or to disclaim liability in respect thereofDirect Claim.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Section 6 are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any A claim for indemnification for any matter not involving a third party obligated claim may be asserted by notice to indemnify the other party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article VI, except as otherwise provided in Sections 6.01 and 6.02. Promptly after any BATL Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such claim, it shall promptly after such determination, and in no event later than five (5) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense and thereof and/or the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control relevant to the claim. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and if the Indemnifying Party at has, within ten (10) Business Days of when the expense Indemnified Party provides written notice of a claim, failed to assume the defense or settlement of such claim and employ counsel or to notify the Indemnified Party of such assumption or if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrong doing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Constellation Energy Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party, unless the settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the Indemnified Party, nor shall the Indemnified Party so long as settle any claim for which indemnification may be claimed hereunder without at least three business days notice to the Indemnifying Party is conducting of the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend terms and conditions of such claim or to disclaim liability in respect thereofsettlement.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Investor Indemnified Party or Company Indemnified Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (a) shall have that imposes any restrictions or obligations on any indemnified party (an “Indemnified Party”) without the rightIndemnified Party’s prior written consent, by written notice (b) if Licensee is the Indemnifying Party, that imposes any restrictions or obligations on the ReGenX Licensors or grants any rights to the indemnified partyLicensed Patents, AAV Materials, or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (c) if Licensor is the Indemnifying Party, that grants any rights to the Licensed Back Improvements other than those Licensor has the right to grant under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within [***] after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within [***] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party If an Indemnified Party asserts that an Indemnifying Party has become obligated to indemnify pursuant to this Section 7, or if any third-Person Action is begun, made or instituted as a result of which the other party under this Agreement (Indemnifying Party may become obligated to an Indemnified Party hereunder, the “Indemnifying Party”) Indemnified Party shall have the right, by give written notice to the indemnified party, Indemnifying Party within a sufficiently prompt time to assume the defense of any claim with respect avoid prejudice to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by but the failure to so promptly notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party hereto to the extent it is not actually prejudiced thereby), specifying in reasonable detail the facts upon which the claimed right to indemnification is based. The Indemnifying Party shall, at its own cost, contest and approved by defend any third-Person Action against the indemnified partyIndemnified Party. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement of any third-Person Action without the consent, such approval not to be unreasonably withheld or delayed delayed, of the Indemnified Party if such judgment or settlement (provided, however, that a) does not include as an unconditional term thereof the indemnified party’s approval shall not be required with giving by each claimant or plaintiff to the Indemnified Party (and any applicable Affiliate thereof) of an unconditional and irrevocable release from all Liability in respect to counsel designated such claim, (b) would result in the finding or admission of any violation of applicable Law by the Indemnified Party or its Affiliates or (c) provides for injunctive or other non-monetary relief affecting the Indemnified Party or its Affiliates. Any payment to be made by an Indemnifying Party to an Indemnified Party shall be made within thirty (30) days of (i) the Indemnified Party’s delivery of notice of a claim for indemnification, such claim being uncontested by the Indemnifying Party’s insurer); Party within the thirty (30) day period, or (ii) so long as in the event that the Indemnifying Party contests the claim pursuant to the dispute resolution procedures set forth in Section 10 hereof and the dispute is conducting such defense with reasonable diligenceresolved in favor of the Indemnified Party, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements date of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent final determination of the amount to be indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of under such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Indemnified Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party may not settle any claim third-Person Action itself without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim be unreasonably withheld or to disclaim liability in respect thereofdelayed.

Indemnification Procedure. Any party obligated to indemnify Promptly after any BreitBurn Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person that the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select one separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party’s prior written notice consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without *** Confidential Treatment Requested *** Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within […***…] after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within […***…] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party’s prior written notice consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within **** after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within **** after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Enterprise Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated If either Party (the “Indemnified Party”) becomes aware of any matter which may give rise to indemnify a claim for indemnification (“Indemnification Claim”) against the other party under this Agreement Party (the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) shall the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any the third-party claim with respect counsel reasonably satisfactory to which the indemnified party is entitled Indemnified Party to indemnification hereunder. If represent the Indemnifying Indemnified Party gives in such written noticeproceeding, (i) and shall pay the fees and disbursements of such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified partyrelated to such proceeding, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iiii) the Indemnifying Party shall have notifies the rightIndemnified Party in writing within thirty (30) days after the Indemnified Party has given notice of the indemnification claim that the Indemnifying Party will indemnify the Indemnified Party in accordance with this Section, and (ii) the Indemnifying Party conducts the defense of the third-party claim actively and diligently. The Indemnified Party also may retain its own separate co-counsel at its sole cost and expense and participate in the defense of the claim. No Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, to settle effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such claimIndemnified Party (i) if such settlement involves any form of relief other than the payment of money or any finding or admission of any violation of any law, provided regulation or order or any of the rights of any person or has any adverse effect on any other indemnification claims that have been or may be made against the Indemnified Party or (ii) if such settlement involves only the payment of money, unless it includes an unconditional release of such Indemnified Party of all liability on claims that are the subject of such proceeding. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party pays all amounts due in connection with or agrees to indemnify the Indemnified Party from and against any Loss by reason of such settlement and, as part thereof, or judgment. The Indemnified Party may assume control of the indemnified party is unconditionally released from all liability in defense of any claim if (A) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend or provide indemnification with respect of to such claim. The indemnified party shall have , (B) the right Indemnified Party determines in good faith that there is a reasonable likelihood that an indemnification claim would materially and adversely affect it or any other indemnitees other than as a result of monetary damages that would be fully reimbursed by an Indemnifying Party under this Agreement, or (C) the Indemnifying Party refuses or fails to participate in timely assume the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofindemnification claim.

Indemnification Procedure. Any party obligated When an Indemnifying Party is required to indemnify an Indemnified Party for a third party claim, the other party under this Agreement (the “Indemnifying Party shall assume on behalf of such Indemnified Party”) shall have the right, by written notice to the indemnified partyand conduct with due diligence and in good faith, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If against such Indemnified Party, whether or not the Indemnifying Party gives such written noticeis joined therein, (i) such defense and the Indemnified Party shall be conducted by counsel selected by cooperate with the Indemnifying Party in such defense. The Indemnifying Party will be in charge of the defense and approved by the indemnified party, settlement of such approval not to be unreasonably withheld or delayed (claim; provided, however, that without relieving the indemnified party’s approval shall not be required with respect to counsel designated by Indemnifying Party of its obligations in the Purchase Order or impairing the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said the defense and shall not be required or settlement thereof, the Indemnified Party may elect to pay participate through separate counsel in the fees or disbursements defense of any counsel engaged by such claim, but the indemnified party for services rendered after associated fees and expenses (including attorneys’ fees and legal costs) shall be at the Indemnifying expense of such Indemnified Party. Notwithstanding the foregoing, if (a) the Indemnified Party has given reasonably concluded, acting in good faith and on the written notice provided for above to the indemnified partyadvice of counsel, except if that there is exists a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have and the right, without Indemnified Party in the consent conduct of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by or (b) the Indemnifying Party at fails to contest the expense claim in good faith by appropriate proceedings within a reasonable time following written demand from the Indemnified Party, then the Indemnified Party may, upon written notice to the Indemnifying Party, assume control of the indemnified partydefense or settlement of the claim and to use its own counsel, but the fees and expenses (including reasonable attorneys’ fees and legal costs) of which the Indemnifying Party shall have to the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim Indemnified Party will pay or defense)reimburse. In no event shall (i) the indemnified party No Indemnifying Party may settle any claim such claims or actions in a manner which would require any action or forbearance from action by any Indemnified Party or impose criminal liability on such Indemnified Party without the prior written consent of the Indemnifying Indemnified Party, which consent the Indemnified Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; may not unreasonably withhold, condition or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofdelay.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party’s prior written notice consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within **** after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within **** after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled, at its expense, to participate in the defense of such claim being defended by asserted liability and the Indemnifying Party at the expense negotiations of the indemnified partysettlement thereof. Notwithstanding any other provision of this Agreement, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any MarkWest Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting the defense settlement thereof in accordance with this Agreement; imposes no liability or (ii) if obligation on, and includes a claim is covered complete release from liability of, and does not include any admission of wrongdoing or illegal conduct by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated The Party entitled to indemnify indemnification under Section 13 (an “Indemnified Party”) shall notify the other party under this Agreement Party potentially responsible for such indemnification (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense in writing promptly upon being notified of or actual knowledge of any claim with respect or claims asserted or threatened against the Indemnified Party which could give rise to which a right of indemnification under this Agreement; provided, that the indemnified party is entitled failure to indemnification hereundergive such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices the Indemnifying Party. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by has acknowledged in writing to the Indemnifying Indemnified Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceresponsibility for defending a claim, the Indemnifying Party shall have the right to control said defense defend, at its sole cost and shall not be required to pay the fees or disbursements of any counsel engaged expense, such claim by the indemnified party for services rendered after all appropriate proceedings; provided, that the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is may not enter into any compromise or settlement unless (i) such compromise or settlement imposes only a conflict of interest between the parties with respect to such claim or defense; and (iii) monetary obligation on the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, and which includes as part an unconditional term thereof, the indemnified party is unconditionally released giving by each claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim; or (ii) the Indemnified Party consents to such compromise or settlement, which consent shall not be unreasonably withheld, conditioned or delayed unless such compromise or settlement involves (A) any admission of legal wrongdoing by the Indemnified Party, (B) any payment by the Indemnified Party that is not indemnified hereunder or (C) the imposition of any equitable relief against the Indemnified Party. The indemnified party If the Indemnifying Party does not elect to assume control of the defense of a claim or if a good faith and diligent defense, in the Indemnified Party’s reasonable opinion, is not being or ceases to be materially conducted by the Indemnifying Party, the Indemnified Party shall have the right right, at the expense of the Indemnifying Party, upon at least [***] prior written notice to participate in the Indemnifying Party of its intent to do so, to undertake the defense of such claim being defended for the account of the Indemnifying Party (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not to be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to such claim. The Indemnified Party may not enter into any compromise or settlement without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnified Party will cooperate with the Indemnifying Party and may participate CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. in, but not control, any defense or settlement of any claim controlled by the Indemnifying Party at pursuant to this Section 13.4 and shall bear its own costs and expenses with respect to such participation; provided that the expense of the indemnified party, but Indemnifying Party shall bear such costs and expenses if counsel for the Indemnifying Party shall have the right to control reasonably determined that such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of counsel may not properly represent both the Indemnifying Party so long as and the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Sections 9.1 or 9.2 (the “Indemnified Party”), it shall inform the other party under this Agreement Party (the “Indemnifying Party”) shall have of the right, by written notice claim giving rise to the indemnified party, obligation to assume indemnify pursuant to such section as soon as reasonably practicable after receiving notice of the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunderclaim. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the The Indemnifying Party shall have the right to control said assume the defense and shall not be required to pay the fees or disbursements of any counsel engaged by such claim for which it is obligated to indemnify the indemnified party for services rendered after Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party has given and the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) Indemnifying Party’s insurer as the Indemnifying Party shall have the rightmay reasonably request, without the consent of the indemnified party*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, to settle such claim, provided that such settlement involves only the payment of money, AS AMENDED. and at the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimParty’s cost and expense. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Indemnified Party shall have the right to control such defense (other than participate, at its own expense and with counsel of its choice, in the event defense of a conflict of interest between the parties with respect to such any claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered suit that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If FivePrime is the Indemnifying Party, it shall not admit to any fault or liability insuranceof any Galaxy Indemnitee without Galaxy’s consent, take in Galaxy’s sole discretion. If Galaxy is the Indemnifying Party, it shall not admit to any fault or omit liability of any FivePrime Indemnitee without FivePrime’s consent, in FivePrime’s sole discretion. If the Parties cannot agree as to take the application of Section 9.1 or 9.2 as to any action which would cause claim, pending resolution of the insurer not dispute pursuant to defend Section 10.6, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 9.1 or to disclaim liability in respect thereof9.2 upon resolution of the underlying claim.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Each Party will notify the other party under Party in writing in the event it becomes aware of a Third Party Claim for which indemnification may be sought hereunder. The Party entitled to indemnification pursuant to this Agreement Article 11 (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense in writing upon being notified of or having knowledge of any claim with respect Third Party Claim asserted or threatened against the Indemnified Party that could give rise to which a right of indemnification under this Agreement; provided that the indemnified party is entitled failure to indemnification hereunder. If give such notice will not relieve the Indemnifying Party gives of its indemnity obligation hereunder except to the extent that such written noticefailure materially prejudices the Indemnifying Party. The Indemnifying Party and Indemnified Party will meet to discuss how to respond to any Third Party Claim. The Indemnified Party will cooperate fully with the Indemnifying Party in defense of such Third Party Claim, at such Indemnifying Party’s cost and expense. In any such Third Party Claim, the Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party, unless (ia) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, Indemnified Party agree to the retention of such approval not counsel or (b) the named parties to be unreasonably withheld or delayed any such proceeding (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (iiincluding any impleaded parties) so long as include both the Indemnifying Party is conducting and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such defense with reasonable diligence, fees and expenses of the Indemnified Party by application of the foregoing clause (a) or (b) will be reimbursed as they are incurred. The Indemnifying Party shall have the right to control said defense and shall will not be required to pay the fees or disbursements liable for any settlement of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the proceeding effected without its written notice provided for above to the indemnified partyconsent, except but, if settled with such consent or if there is a conflict of interest between final judgment for the parties with respect to such claim or defense; and (iii) plaintiff, then the Indemnifying Party shall have agrees to indemnify the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with or from and against any Losses by reason of such settlement andor judgment. The Indemnifying Party will not, as part thereofwithout the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the indemnified Indemnified Party is, or could have been, a party is unconditionally released and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability in respect on claims that are the subject matter of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofproceeding.

Indemnification Procedure. Any A claim for indemnification for any matter not involving a third party obligated claim may be asserted by notice to indemnify the other party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article VI, except as otherwise provided in Sections 6.01 and 6.02. Promptly after any USWS Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such claim, it shall promptly after such determination, and in no event later than five (5) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense and thereof and/or the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control relevant to the claim. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has, within ten (10) Business Days of when the expense Indemnified Party provides written notice of a claim, failed (x) to assume the defense or settlement of such claim and employ counsel or (y) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrong doing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated (a) If the claim or demand set forth in the Notice of Claim given by the Indemnified Party pursuant to indemnify the other party under Section 13.02 of this Agreement (is a claim or demand asserted by a third party, the “Indemnifying Party”) Party shall have fifteen (15) days after the right, by written notice Date of the Notice of Claim (as that term is hereinafter defined) to notify the indemnified party, Indemnified Party in writing of its election to assume defend such third party claim or demand on behalf of the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunderIndemnified Party. If the Indemnifying Party gives elects to defend such written noticethird party claim or demand, (i) such defense the Indemnified Party shall be conducted by counsel selected by make available to the Indemnifying Party and approved by its agents and representatives all records and other materials which are reasonably required in the indemnified partydefense of such third party claim or demand and shall otherwise cooperate with, and assist the Indemnifying Party in the defense of, such approval not to be unreasonably withheld third party claim or delayed (provideddemand, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) and so long as the Indemnifying Party is conducting defending such defense with reasonable diligencethird party claim or demand in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If the Indemnifying Party shall have the right elects to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified defend such third party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneydemand, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such third party claim being defended by or demand, at its own expense. If the Indemnifying Party does not elect to defend such third party claim or demand, or does not defend such third party claim in good faith, the Indemnified party shall have the right, in addition to any other right or remedy it may have hereunder, at the expense of the indemnified partyIndemnifying Party’s expense, but to defend such third party claim or demand; provided, however, that (i) the Indemnifying Party shall not have the right any obligation to control such defense (other than participate in the event of a conflict of interest between the parties with respect to defense of, or defend, any such third party claim or defense). In no event shall demand; and (iii) the indemnified Indemnified Party’s defense of or its participation in the defense of any such third party settle claim or demand shall not in any claim without way diminish or lessen the consent obligations of the Indemnifying Party so long as under the Indemnifying Party is conducting the defense thereof agreements of indemnification set forth in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofArticle XIII.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Atlas Pipeline Partners Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Investor Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Investor Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (Agreement, the “Indemnifying Party”) Investor Indemnified Party shall give the Company written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Company will not relieve the Company from any liability it may have to such Investor Indemnified Party hereunder except to the extent that the Company is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Company shall have the rightright to defend and settle, at its own expense and by written notice its own counsel who shall be reasonably acceptable to the indemnified partyInvestor Indemnified Party, to assume any such matter as long as the defense of any claim with respect to which Company pursues the indemnified party is entitled to indemnification hereundersame diligently and in good faith. If the Indemnifying Company undertakes to defend or settle, it shall promptly notify the Investor Indemnified Party gives such written noticeof its intention to do so, (i) such and the Investor Indemnified Party shall cooperate with the Company and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Company with any books, records and other information reasonably requested by the Company and in the Investor Indemnified Party’s possession or control. Such cooperation of the Investor Indemnified Party shall be conducted by counsel selected at the cost of the Company. After the Company has notified the Investor Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Company diligently pursues such defense, the Company shall not be liable for any additional legal expenses incurred by the Indemnifying Investor Indemnified Party and approved by the indemnified party, in connection with any defense or settlement of such approval not to be unreasonably withheld or delayed (asserted liability; provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Investor Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified partyentitled (a) at its expense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by asserted liability and the Indemnifying Party at the expense negotiations of the indemnified partysettlement thereof and (b) if (i) the Company has failed to assume the defense or employ counsel reasonably acceptable to the Investor Indemnified Party or (ii) if the defendants in any such action include both the Investor Indemnified Party and the Company and counsel to the Investor Indemnified Party shall have concluded that there may be reasonable defenses available to the Investor Indemnified Party that are different from or in addition to those available to the Company or if the interests of the Investor Indemnified Party reasonably may be deemed to conflict with the interests of the Company, but then the Indemnifying Investor Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Company as incurred. In no event Notwithstanding any other provision of this Agreement, the Company shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Investor Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Investor Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any AMID Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) The party obligated to indemnify the other party seeking indemnification under this Agreement (the “"Indemnified Party") shall promptly notify the party from which indemnification is being sought (the "Indemnifying Party”") shall have of the right, by written notice to the indemnified party, to assume the defense of any claim with respect to facts and circumstances upon which the indemnified party is entitled Indemnified Party intends to base a claim for indemnification hereunderhereunder ("Notices"). If Notice shall in all events be considered prompt if given (a) no later than 30 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (b) if earlier, in sufficient time to allow the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (exercise its rights pursuant to this Section 9.03; provided, however, that the indemnified party’s approval shall not be required with respect failure to counsel designated by the Indemnifying Party’s insurer); provide such Notice of claims promptly (ii) so long as a notice of claims is given before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the prejudiced thereby. The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any third-party claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the defense of such claim within 10 days following Notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that Sellers shall not be permitted to take over the defense of any claim brought by any customer or supplier of the Business against any member of Buyer's Indemnified Group for which indemnification is available pursuant to this Article IX, and such member of Buyer's Indemnified Group shall defend such claim; provided, further, that such member of Buyer's Indemnified Group shall not settle or otherwise dispose of such claim without the consent of Sellers, which consent shall not be unreasonably withheld or delayed. If the indemnified partyIndemnifying Party makes such an election, (x) it shall keep the Indemnified Party informed as to the status of such matter and shall send promptly copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claimclaim on such terms as it, provided in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement or disposition shall be required if such settlement involves only or disposition shall result in any liability to, equitable relief against or adverse business effect on the payment of moneyIndemnified Party, which consent shall not be unreasonably withheld or delayed, and (z) the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate jointly in the defense of such claim being defended by claim, but shall do so at its own cost not subject to reimbursement under Section 9.02. If the Indemnifying Party at does not elect to take over the expense defense of a third-party claim, the indemnified party, but the Indemnifying Indemnified Party shall have the right to control contest, compromise or settle such defense (other than claim in the event exercise of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without its reasonable judgment; provided, however, that the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof to any compromise or settlement of such claim shall be required if such compromise or settlement shall result in accordance with this Agreement; or (ii) if a claim is covered by any liability to the Indemnifying Party’s liability insurance, take which consent shall not be unreasonably withheld or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofdelayed.

Indemnification Procedure. Any party obligated to indemnify If a Supplier Indemnified Party or a Zogenix Indemnified Party (in each case an "Indemnified Party"), receives any written claim which such Indemnified Party believes is the other party under this Agreement subject of indemnity hereunder by Zogenix or Supplier as the case may be (the “"Indemnifying Party”) shall have "), the rightIndemnified Party shall, by written as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, provided that the failure to give timely notice to the indemnified party, Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to assume the Indemnified Party unless the Indemnifying Party demonstrates that the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the is prejudiced by such failure. The Indemnifying Party shall have the right, without by prompt notice to the consent of the indemnified party, Indemnified Party to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in assume the defense of such claim being defended by at its cost, with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not so assume the defense of such claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume the defense, with counsel of its choice, but at the expense cost of the indemnified party, but Indemnifying Party. If the Indemnifying Party assumes and diligently pursues the defense, it shall have absolute control of the right litigation; the Indemnified Party may, nevertheless, participate therein through counsel of its choice and at its cost. The Party not assuming the defense of any such claim shall render all reasonable assistance to control the Party assuming such defense (defense, out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No claim hereunder shall be settled other than in by the event of a conflict of interest between Party defending the parties same, and then only with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying other Party, which consent shall not be unreasonably withheld; provided that the Indemnified Party so long as shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnifying Indemnified Party is conducting the defense thereof any liability or obligation which cannot be assumed or performed in accordance with this Agreement; or (ii) if a claim is covered full by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement When a Party hereunder (the “Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) in accordance with this , 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 without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses (including attorneys’ fees and legal costs) shall be at the expense of such Indemnified Party. Notwithstanding the foregoing, in the event that (a) the Indemnified Party shall have reasonably concluded, acting in good faith and on the rightadvice of counsel, by written notice to that there exists a material conflict of interest between the indemnified partyIndemnifying Party and the Indemnified Party in the conduct of the defense of such claim, (b) the Indemnifying Party shall not have employed counsel to assume the defense of any such claim with respect to which within a reasonable time after Written Notice from the indemnified party is entitled to indemnification hereunder. If Indemnified Party of the commencement of an action thereon or (c) the Indemnifying Party gives fails to contest such claim in good faith by appropriate proceedings within a reasonable time following written noticedemand therefor from the Indemnified Party, (i) then in any such defense event the Indemnified Party shall be conducted by counsel selected entitled, upon Written Notice to the Indemnifying Party, to assume control of the defense or settlement of such claim and shall be entitled to use its own counsel, the fees and expenses (including reasonable attorneys’ fees and legal costs) of which shall be paid or reimbursed by the Indemnifying Party and approved to the Indemnified Party. No Indemnifying Party shall settle any such claims or actions in a manner which would require any action or forbearance from action by any Indemnified Party without the indemnified partyprior written consent of the Indemnified Party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval which consent shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofunreasonably withheld.

Indemnification Procedure. Any The party obligated claiming indemnity under section 9.2 or 9.3 (the “Indemnified Party”) will give written notice to indemnify the other party under this Agreement from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim for which indemnity is being sought; provided that a failure to provide such notice promptly shall have not relieve the right, by written notice Indemnifying Party of any liability to the indemnified partyIndemnified Party except to the extent the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving any defense of any claim subject to indemnification pursuant to this section 9, including the selection of counsel, with the reasonable approval of the Indemnified Party; provided, however, that the Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense, which shall not be subject to indemnification. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of any claim for which indemnity is being sought. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part within **** after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as the Indemnifying Liabilities related thereto shall be deemed a Third Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnified Party shall not be permitted to settle or compromise any claim giving rise to Third Party Liabilities in a manner **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED that imposes any restrictions or obligations on any Indemnified Party without the Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofprior written consent.

Indemnification Procedure. Any party obligated to indemnify Promptly after Purchaser or Optimer (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the reasonable expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the prior written consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer such consent not to defend such claim be unreasonably withheld, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. The remedies provided for in this ARTICLE VI are cumulative and are not exclusive of any remedies that may be available to disclaim liability a party at law or in respect thereofequity or otherwise.

Indemnification Procedure. Any party obligated (a) Promptly after any Holdings Related Party or any Rhino Related Party (hereafter, the “Indemnified Party”) discovers facts giving rise to indemnify a claim for indemnification hereunder, including receipt by it of notice of any indemnifiable claim hereunder, or the other party commencement of any Proceeding by a third Person that the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnifying party hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such Proceeding. Failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party from any Liability it may have to such Indemnified Party hereunder except to the extent (and approved by then only to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent) that the indemnified party’s approval shall not be required with respect to counsel designated by Indemnifying Party can demonstrate that the Indemnifying Party’s insurer); (ii) so long as rights and obligations pursuant to this Section 6 are materially and actually prejudiced by such failure. Such notice shall state the Indemnifying Party is conducting nature and the basis of such defense with reasonable diligence, claim to the extent then known and shall include a formal demand for indemnification under this Agreement. The Indemnifying Party shall have the right to control said defend and settle any such matter, at its own expense and by its own counsel; provided, however, that the Indemnifying Party (i) promptly notifies the Indemnified Party of its intention to do so and acknowledges its indemnification obligations pursuant to this Section 6 in writing to the Indemnified Party and (ii) pursues such defense (or, if applicable, settlement) diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such claim, the Indemnified Party shall not be required to pay cooperate with the fees or disbursements of Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the sole cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such matter, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal Expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted Liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (x) at its expense, to participate in the defense of such claim being defended by matter and the negotiations of the settlement thereof and (y) if (i) the Indemnifying Party at has failed to assume the expense defense and employ counsel within 30 days of when the Indemnified Party has provided written notice of such claim for indemnification or fails to diligently and in good faith pursue the defense thereof or (ii) if counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the Expenses and fees of interest between the parties with respect such separate counsel and other Expenses related to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of participation to be reimbursed by the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofincurred.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying a) A Party (an "Indemnified Party”") seeking indemnification shall have the right, by give prompt written notice to the indemnified party, to assume other Party (the defense "Indemnifying Party") of any claim for indemnification arising under this Article 4. After the notice required by Article 4, if the Indemnifying Party undertakes to use his best endeavors to defend any such claim, then the Indemnifying Party shall be entitled, if it so elects, to take control of the defense and investigation with respect to such claim and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's reasonable cost, risk and expense, upon written notice to the Indemnified Party of such election, which notice acknowledges the indemnified party is entitled Indemnifying Party's obligation to provide indemnification hereunder. If the The Indemnifying Party gives such shall not settle any third-party claim that is the subject of indemnification without the prior written noticeconsent of the Indemnified Party, (i) such defense which consent shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (delayed; provided, however, that the indemnified party’s approval shall not be required Indemnifying Party may settle a claim without the Indemnified Party's consent if such settlement (i) makes no admission or acknowledgment of any liability or culpability with respect to counsel designated by the Indemnifying Indemnified Party’s insurer); , (ii) so long as includes a complete release of the Indemnified Party and (iii) does not require the Indemnified Party to make any payment or forego or take any action. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party is conducting such and its attorneys in the investigation, trial and defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties lawsuit or action with respect to such claim or defense; and any appeal arising therefrom (iii) including the Indemnifying Party shall have filing in the right, without the consent Indemnified Party's name of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimappropriate cross claims and counter-claims). The indemnified party shall have the right to Indemnified Party may, at its own cost, participate in the any investigation, trial and defense of such claim being defended lawsuit or action controlled by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle and any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofappeal arising therefrom.

Indemnification Procedure. Any party obligated to indemnify (a) Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such Third-Party Claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided that the Indemnified Party shall be entitled (i) at its expense, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has, within 10 business days of when the expense Indemnified Party provides written notice of a Third-Party Claim, failed to (1) assume the defense or employ counsel reasonably acceptable to the Indemnified Party and (2) notify the Indemnified Party of such assumption within such 10 business day period or (B) the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select one separate counsel (plus appropriate local counsel) and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the documented and out-of-pocket expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any claim indemnified Third-Party Claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably delayed), unless the Indemnifying Party settlement thereof is conducting for money damages only and imposes no liability or obligation on, includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Promptly after any party obligated to indemnify seeking reimbursement has received notice of any indemnifiable claim hereunder (the other party “Indemnified Party”), or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel with consent of the Indemnifying Party and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Promptly after any indemnified party obligated to indemnify hereunder (the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (a) at its expense, to assist the indemnified party, except if there is a conflict Indemnifying Party in the defense of interest between such asserted liability and the parties with respect to such claim or defense; negotiations of the settlement thereof and (iiib) if (i) the Indemnifying Party shall have has failed to assume the right, without defense or (ii) if the consent of defendants in any such action include both the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, Indemnified Party and the Indemnifying Party pays all amounts due and counsel to the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in connection addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with or by reason the interests of such settlement andthe Indemnifying Party, as part thereof, then the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such claim being defended action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party at the expense as incurred. Notwithstanding any other provision of the indemnified partythis Agreement, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as which consent shall not be unreasonably withheld or delayed, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Linn Energy Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (Agreement, the “Indemnifying Party”) Indemnified Party shall give the Company written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Company will not relieve the Company from any liability it may have to such Indemnified Party hereunder except to the extent that the Company is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Company shall have the rightright to defend and settle, at its own expense and by written notice its own counsel who shall be reasonably acceptable to the indemnified partyIndemnified Party, to assume any such matter as long as the defense of any claim with respect to which Company pursues the indemnified party is entitled to indemnification hereundersame diligently and in good faith. If the Indemnifying Company undertakes to defend or settle, it shall promptly notify the Indemnified Party gives such written noticeof its intention to do so, (i) such and the Indemnified Party shall cooperate with the Company and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Company with any books, records and other information reasonably requested by the Company and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be conducted by counsel selected at the cost of the Company. After the Company has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Company diligently pursues such defense, the Company shall not be liable for any additional legal expenses incurred by the Indemnifying Indemnified Party and approved by the indemnified party, in connection with any defense or settlement of such approval not to be unreasonably withheld or delayed (asserted liability; provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified partyentitled (i) at its expense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by asserted liability and the Indemnifying Party at the expense negotiations of the indemnified partysettlement thereof and (ii) if (A) the Company has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Company and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Company or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Company, but then the Indemnifying Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Company as incurred. In no event Notwithstanding any other provision of this Agreement, the Company shall (i) the indemnified party not settle any indemnified claim without the written consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated (a) Promptly after any Holdings Related Party or any Rhino Related Party (hereafter, the “Indemnified Party”) discovers facts giving rise to indemnify a claim for indemnification hereunder, including receipt by it of notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person (a “Third Party Claim”), which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnifying party hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding. Failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent (and approved by then only to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent) that the indemnified party’s approval shall not be required with respect to counsel designated by Indemnifying Party can demonstrate that the Indemnifying Party’s insurer); (ii) so long as rights and obligations pursuant to this Section VI are materially and actually prejudiced by such failure. Such notice shall state the Indemnifying Party is conducting nature and the basis of such defense with reasonable diligence, claim to the extent then known and shall include a formal demand for indemnification under this Agreement. The Indemnifying Party shall have the right to control said defend and settle any such matter, at its own expense and by its own counsel; provided, however, that the Indemnifying Party (i) promptly notifies the Indemnified Party of its intention to do so and acknowledges its indemnification obligations pursuant to this Section VI in writing to the Indemnified Party and (ii) pursues such defense (or, if applicable, settlement) diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such claim, the Indemnified Party shall not be required to pay cooperate with the fees or disbursements of Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the sole cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such matter, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (x) at its expense, to participate in the defense of such claim being defended by matter and the negotiations of the settlement thereof and (y) if (i) the Indemnifying Party at has failed to assume the expense defense and employ counsel within 30 days of when the Indemnified Party has provided written notice of such claim for indemnification or fails to diligently and in good faith pursue the defense thereof or (ii) if counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of participation to be reimbursed by the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofincurred.

Indemnification Procedure. Any party (the "Indemnified Party") that may be entitled to indemnification under this Agreement shall give notice to the party obligated to indemnify the other party under this Agreement (the “"Indemnifying Party”") reasonably promptly after the assertion by a third party of a claim against the Indemnified Party in respect of which the Indemnified Party intends to seek indemnification, but the delay in notifying the Indemnifying Party shall have the right, by written notice not relieve it of any obligations hereunder except to the indemnified party, extent that such delay adversely affects the ability of the Indemnifying Party to assume conduct the defense of any claim such claim. The Indemnified Party shall be entitled to participate in such defense, but shall not be entitled to indemnification with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) expenses of such defense shall be conducted by counsel selected by incurred after the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, date the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in assumed the defense of such the claim being defended by with counsel satisfactory to the Indemnified Party. The Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party may not settle any claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld). If notice is given to an Indemnifying Party so long as of the assertion by a third party of a claim against the Indemnified Party and the Indemnifying Party does not, within ten (10) days after the Indemnified Party's notice is conducting given, give notice to the Indemnified Party of its election to assume the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by thereof, the Indemnified Party may, at the Indemnifying Party’s liability insurance's expense, take or omit to take any action which would cause the insurer not select counsel to defend such claim, and defend such claim in such manner as it may deem appropriate, and the Indemnifying Party shall be bound by any determination made with respect to such claim or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it other than as a result of monetary damages or that the Indemnified Party may have claims or interests opposed to disclaim liability in respect thereofthat of the Indemnifying Party, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such claim, but the Indemnifying Party shall not be bound by any determination of a claim so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Indemnification Procedure. Any party obligated to indemnify Whenever any claim of the other party type which would occasion indemnification under this Agreement (the “Section 12 is asserted or threatened by any Indemnified Party against any Indemnifying Party”) , the Indemnified Party shall have promptly notify such Indemnifying Party of such claim. The notice shall include, if known, the rightfacts constituting the basis for such claim, by written notice to including, if known, the indemnified party, to assume amount or an estimate of the defense amount of the liability arising therefrom. In the event of any claim for indemnification hereunder resulting from or in connection with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) legal proceedings of a claimant not a Party to this Agreement, the Indemnifying Party shall have the right, at its option, at its expense and with its own counsel which counsel shall be reasonably satisfactory to the Indemnified Party to assume the defense of any such claim or any litigation resulting from such claim or to participate with its own counsel which counsel shall be reasonably satisfactory to the Indemnified Party in the compromise or defense thereof. If the Indemnifying Party undertakes to assume the defense of any such claim or litigation or participate in the compromise thereof, it shall promptly notify the Indemnified Party of its intention to do so, and, as a condition to the Indemnifying Party’s indemnification obligation, the Indemnified Party shall cooperate reasonably with the Indemnifying Party and its counsel (but at the sole expense of the Indemnifying Party) in the defense against or compromise of any such claim or litigation. Anything in this Section 12(b) to the contrary notwithstanding, no Indemnified Party shall compromise or settle any such claim or litigation without the prior written consent of the indemnified partyapplicable Indemnifying Party, to settle which consent will not be unreasonably withheld; provided, however, that if the Indemnified Party shall have any potential liability with respect to, or may be adversely affected by, such claim, provided that such settlement involves only the payment of moneyclaim or litigation, the Indemnifying Party pays all amounts due in connection with shall not settle or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to compromise such claim or defense). In no event shall (i) the indemnified party settle any claim litigation without the prior written consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party acknowledges that the Indemnifying Party is responsible for indemnifying the Indemnified Party with respect to such matter and pursues the same diligently and in good faith and so long as (i) such matter does not involve criminal liability and (ii) equitable relief is not sought against the Indemnified Party. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (a) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (b) if counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner that imposes any restrictions or obligations on any indemnified party (an “Indemnified Party”) shall have without the rightIndemnified Party’s prior written consent or, by written notice if Licensee is the Indemnifying Party, that imposes any restrictions or obligations on Licensor’s direct or indirect licensors or grants any rights to the indemnified partyLicensed Patents or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. Upon the Indemnifying Party’s reasonable request, the Indemnified Parties will reasonably cooperate with the Indemnifying Party in the defense and settlement of any such claim, at the Indemnifying Party’s cost and expense. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within **** after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within **** after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated The Indemnified Party shall use its best efforts to indemnify the other party under this Agreement (the “Indemnifying Party”) minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought hereunder. The Indemnified Party shall have the right, by give written notice to Indemnitor within the indemnified partyearlier of ten (10) days of receipt of written notice to Indemnified Party or thirty (30) days from discovery by Indemnified Party of any matters which may give rise to a claim for indemnification or reimbursement under this Agreement. The failure to give such notice shall not affect the right of Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnitor; provided that in any event such notice shall have been given prior to the expiration of the Survival Period. At any time after ten (10) days from the giving of such notice, Indemnified Party may, at its option, resist, settle or otherwise compromise, or pay such claim unless it shall have received notice from Indemnitor that Indemnitor intends, at Indemnitor's sole cost and expense, to assume the defense of any claim with respect to such matter, in which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying case Indemnified Party shall have the right, without the consent of the indemnified partyat no cost or expense to Indemnitor, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in such defense. If Indemnitor does not assume the defense of such claim being defended by matter, and in any event until Indemnitor states in writing that it will assume the Indemnifying defense, Indemnitor shall pay all costs of Indemnified Party at the expense arising out of the indemnified partydefense until the defense is assumed; provided, but the Indemnifying however, that Indemnified Party shall have consult with Indemnitor and obtain indemnitor's prior written consent to any payment or settlement of any such claim. Indemnitor shall keep Indemnified Party fully apprised at all times as to the right status of the defense. If Indemnitor does not assume the defense, Indemnified Party shall keep Indemnitor apprised at all times as to control such defense (other than in the event status of a conflict the defense. Following indemnification as provided for hereunder, Indemnitor shall be subrogated to all rights of interest between the parties Indemnified Party with respect to such claim all third parties, firms or defense). In no event shall (i) corporations relating to the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action matter for which would cause the insurer not to defend such claim or to disclaim liability in respect thereofindemnification has been made.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Section 13.1 (Indemnification; By Partner) or Section 13.2 (Indemnification; By Kiniksa) (the “Indemnified Party”), then it will inform the other party under this Agreement Party (the “Indemnifying Party”) shall of the Third Party Claim giving rise to such indemnification obligations within [***] days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any claim such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified partyIndemnifying Party’s insurer as the Indemnifying Party may reasonably request, such approval not and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to be unreasonably withheld or delayed (providedparticipate, howeverat its own expense and with counsel of its choice, in the defense of any Third Party Claim that the indemnified party’s approval shall not be required with respect to counsel designated has been assumed by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying . Neither Party is conducting such defense with reasonable diligence, the Indemnifying Party shall will have the right obligation to control said defense and shall not be required to pay indemnify the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying other Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such any settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim made without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability insuranceof the Indemnified Party without the Indemnified Party’s prior written consent, take which consent will not be unreasonably withheld, conditioned, or omit delayed. If the Parties cannot agree as to take the application of Section 13.1 (Indemnification; By Partner) or Section 13.2 (Indemnification; By Kiniksa) as to any action which would cause Third Party Claim, pending resolution of the insurer not Dispute pursuant to defend Article 16 (Dispute Resolution), then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 13.1 (Indemnification; By Partner) or to disclaim liability in respect thereofSection 13.2 (Indemnification; By Kiniksa), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) Indemnified Party shall have the rightbe entitled, by upon written notice to the indemnified partyIndemnifying Party, to assume the timely appointment of counsel by the Indemnifying Party for the defense of any claim with respect claim, which counsel shall be subject to which the indemnified party is entitled to indemnification hereunderapproval of the Indemnified Party. If If, in the Indemnified Party’s reasonable judgment, a material conflict of interest exists between the Indemnified Party and the Indemnifying Party gives at any time during the defense of the Indemnified Party, the Indemnified Party may appoint independent counsel of its choice for the defense of the Indemnified Party as to such written noticeclaim. Additionally, regardless of whether the Indemnified Party has appointed counsel or selects independent counsel (i) such defense shall be conducted by counsel selected by the Indemnifying Indemnified Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of any claim and approve any proposed settlement of such claim being defended claim, such approval not to be unreasonably withheld, and (ii) all costs, expenses and attorneys’ fees of the Indemnified Party shall be borne by the Indemnifying Party. If the Indemnifying Party fails to timely pay such costs, expenses and reasonable attorneys’ fees, the Indemnified Party may, but shall not be obligated to, pay such amounts and be reimbursed by the Indemnifying Party for the same, which amounts shall bear interest at the expense of Default Rate until paid in full. The parties hereby acknowledge that it shall not be a defense to a demand for indemnity that less than all claims asserted against the indemnified party, but the Indemnifying Indemnified Party shall have the right are subject to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense)indemnification. In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if If a claim is covered by the Indemnifying Party’s liability insurance, the Indemnified Party shall not take or omit to take any action which that would cause the insurer not to defend such claim or to disclaim liability in respect thereof. Further, the Indemnified Party shall cooperate with the Indemnifying Party in the defense of the claim (at the Indemnifying Party’s cost), shall not settle the claim without the consent of the Indemnifying Party, and shall not take any action which prejudices the defense of the claim.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected claim or demand set forth in the Notice of Claim given by the Indemnifying Indemnified Party and approved pursuant to Section 10.05 relates to a claim or demand asserted by the indemnified a third party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense elect (by notice in writing to the Indemnified Party within thirty (30) days after the date the Notice of Claim is deemed delivered pursuant to Section 13.10) to defend such third party claim or demand on behalf of the Indemnified Party, at the Indemnifying Party’s sole cost and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after expense. If the Indemnifying Party has given the written notice provided for above elects to the indemnified party, except if there is a conflict of interest between the parties with respect to defend such third party claim or defense; and (iii) demand, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives as reasonably requested all records and other materials which are reasonably required in the defense of such third party claim or demand and shall have otherwise reasonably cooperate with and assist the rightIndemnifying Party in the defense of such third party claim or demand, subject to the reimbursement of the reasonable costs and expenses incurred by the Indemnified Party as a result of a request by the Indemnifying Party to so cooperate. So long as the Indemnifying Party is defending such third party claim or demand in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand without the consent of the indemnified partyIndemnifying Party, such consent not to settle such claimbe unreasonably withheld, provided that such settlement involves only the payment of money, delayed or conditioned. If the Indemnifying Party pays all amounts due in connection with elects to defend such third party claim or by reason of such settlement and, as part thereofdemand, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right to participate in the defense of such third party claim being defended by or demand, at its own expense, provided, however, that if the Indemnifying Party at does not elect to defend such third party claim or demand, does not defend such third party claim in good faith or a timely manner, or if there are one or more legal defenses available to the expense of the indemnified party, but Indemnified Party that conflict with those available to the Indemnifying Party, the Indemnified Party shall have the right, in addition to any other right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by remedy it may have hereunder, at the Indemnifying Party’s liability insuranceexpense, take or omit to take any action which would cause the insurer not to defend or participate in the defense of such third party claim or to disclaim liability in respect thereofdemand.

Indemnification Procedure. Any party obligated In the event of a claim by a Third Party against any Person entitled to indemnify indemnification under this Agreement, the relevant indemnified Party (the “Indemnified Party”) shall promptly notify the other party under this Agreement Party (in such capacity, the “Indemnifying Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in this Section 6.3 shall have not relieve the rightIndemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within thirty (30) days after delivery of such notification, by the Indemnifying Party may, upon written notice thereof to the indemnified partyIndemnified Party, undertake and solely manage and control, at its sole expense and with counsel reasonably satisfactory to assume the Indemnified Party, the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunderclaim. If the Indemnifying Party gives does not undertake such written noticedefense, (i) the Indemnified Party shall control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, be conducted separately represented in such action. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by counsel selected by the other Party with respect thereto. Except if the Indemnifying Party and approved by did not undertake defense of the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceclaim, the Indemnifying Party shall have not be liable for any litigation costs or expenses incurred by the right to control said defense and Indemnified Party without the Indemnifying Party’s written consent. The Indemnified Party shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party so long as the Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is conducting the defense thereof in accordance with this Agreement; shall not settle any such action, suit, proceeding or (ii) if a claim is covered by the Indemnifying Party’s liability insuranceclaim, take or omit consent to take any action which would cause the insurer not to defend such claim or to disclaim liability judgment in respect thereof, that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party, without the prior written consent of the Indemnified Party.

Indemnification Procedure. Any (a) Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to indemnification pursuant hereto (“Third-Party Claim”), such Indemnified Party shall provide written notice thereof to the Party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right), by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect failure to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, notify the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after relieve the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties from liability hereunder with respect to such claim or defense; Third-Party Claim only if, and (iii) only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have the right, without upon written notice delivered to the consent of Indemnified Party within twenty (20) days thereafter assuming full responsibility for any Purchaser Losses or Seller Losses (as the indemnified partycase may be) resulting from such Third-Party Claim, to settle assume the defense of such claimThird-Party Claim, provided that such settlement involves only including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of moneythe fees and disbursements of such counsel. In the event, however, that the Indemnifying Party pays all amounts due in connection with declines or by reason fails to assume the defense of such settlement andThird-Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20)-day period, then any Purchaser Losses or any Seller Losses (as part thereofthe case may be), shall include the indemnified party reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any Third-Party Claim for which indemnification is unconditionally released from all liability in respect being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such claim. The indemnified party Third-Party Claim, shall have the right to participate in such matter 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 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 such claim being defended by any matter the Indemnifying Party at the expense defense of the indemnified party, but the Indemnifying Party shall have the right which it is maintaining and to control such defense (cooperate in good faith with each other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take of any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofmatter.

Indemnification Procedure. Any In the event that the Company seeks indemnification hereunder, the Company (the "Indemnified Party") agrees to give the party that would be obligated to indemnify the other party under this Agreement provide such indemnification (the “an "Indemnifying Party”") shall have the right, by prompt written notice to the indemnified party, to assume the defense of any claim with claim, assertion, event or proceeding by or in respect of a third party of which it has knowledge concerning any liability or damage as to which the indemnified party is entitled to it may request indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the The Indemnifying Party shall have the right to control said direct, through counsel of its own choosing, the defense and shall not be required to pay the fees or disbursements settlement of any such claim or proceeding at its own expense, which counsel engaged shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party incurred in connection with such participation shall be paid by the indemnified party Indemnified Party; provided, however, that the Indemnifying Party shall be responsible for services rendered after such expenses if the Indemnified Party reasonably concludes that counsel selected by the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties interest. The Indemnified Party shall cooperate with respect to such claim or defense; and (iii) the Indemnifying Party shall have in the right, without the consent defense or settlement of the indemnified party, to settle any such claim, provided that such settlement involves only the payment of moneyassertion, event or proceeding. If the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer elects not to compromise or defend such claim or proceeding or contests its obligation to disclaim liability in respect thereofindemnify hereunder, the Indemnified Party hereof may pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably delayed or withheld.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld, delayed or conditioned), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Article VI are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any Promptly after an indemnified party obligated becomes aware of any claim, demand, action, proceeding, event, or condition with respect to indemnify the other which a claim for indemnification may be made pursuant to this Article, such indemnified party under this Agreement (the “Indemnifying Party”) shall have the rightshall, by if a claim in respect thereof is to be made against any party, give written notice to the indemnified party, to assume latter of the defense nature of any claim with respect to the matter for which the indemnified party is entitled a right to indemnification hereunder. If the Indemnifying Party gives such written notice, is claimed (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (an "Indemnification Claim"); provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations, except to the extent (and only to the extent) the indemnifying party is materially prejudiced thereby. In case any such Indemnification Claim involves a claim, demand, action, or proceeding by a third party (a "Third Party Claim"), the indemnifying party shall be entitled to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to such indemnified party’s approval , such defense to be conducted at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be required liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense of the Third Party Claim, other than reasonable costs of investigation, unless the indemnifying party has failed to assume the defense of such Third Party Claim and to employ counsel reasonably satisfactory to such indemnified person. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any Third Party Claim action if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party or fails to prosecute the defense, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying a Third Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, Claim without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimwhich consent shall not be unreasonably withheld. The No indemnified party shall have the right consent to participate in entry of any judgment or enter into any settlement of any Third Party Claim the defense of such claim being defended which has been assumed by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified an indemnifying party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurancesuch indemnifying party, take or omit to take any action which would cause the insurer consent shall not to defend such claim or to disclaim liability in respect thereofbe unreasonably withheld.

Indemnification Procedure. Any party obligated to indemnify Promptly after any ETP Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrong doing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.