Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Sections 9.1.3 and 9.1.4 hereof of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified notify the indemnifying party Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case the event that any such action is brought against the any indemnified party, and it notifies the indemnifying party Borrower of the commencement thereof, the Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel selected by the Borrower and reasonably satisfactory to the such indemnified party named in the actionits sole discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, the Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the . No indemnified party shall have mutually agreed to settle or compromise any claim for which the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not Borrower may be liable for any settlement of any proceeding effected hereunder without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law prior Written Consent of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementBorrower.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 above or Section 9.1.4 above of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for 9 of notice of the purpose commencement of this Section 8.3) shall not any action, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)9, but failure to notify the indemnifying party of any such claim shall the commencement thereof. The omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII9, except to the extent that the failure to notify omission results in the a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In case any such action is brought against the any indemnified party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate therein and, at its own expenseto the extent that it may wish, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and to the party named in the action. After notice from extent that the indemnifying party has given notice to such effect to the indemnified party of the indemnifying party's election to assume the defense thereofand is performing its obligations under this Article 9, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof thereof, other than reasonable costs of investigation. Notwithstanding the foregoing, in any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iib) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementconsent.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such separate counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable, documented fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII VIE ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. thereof The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII VHI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3a) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such An indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any claim of such indemnified party for indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the nature of such claim shall not relieve in reasonable detail and the indemnifying party from shall be given reasonable access to any liability which it may have to documents or properties within the control of the indemnified party against whom as may be useful in the investigation of the basis for such action is brought under the indemnification provisions of this Article VIII, except to the extent that the claim. The failure to so notify results in the failure of actual notice to the indemnifying party and within such indemnifying thirty-day period shall not constitute a waiver of such claim but an indemnified party is damaged solely shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a result of the failure of such person to give such notice. In case the event any such action indemnified party is brought against the indemnified partyentitled to indemnification hereunder based upon a claim asserted by a third party (including a claim arising from an assertion or potential assertion of a claim for Taxes), the indemnifying party will shall be given prompt notice thereof, in reasonable detail. The failure to so notify the indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to participate, at its own expense, in receive any indemnification with respect to any Loss that occurred as a result of the defense thereoffailure of such person to give such notice. The indemnifying party also shall be entitled to assume have the defense thereof, with counsel satisfactory right (without prejudice to the right of any indemnified party named in the action. After to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice from of its intention to do so not later than twenty days following notice thereof by the indemnifying party to or such shorter time period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the indemnifying party's election to assume the defense thereof, the indemnified party defendants in any action shall bear the fees and expenses of any additional counsel retained by it, and the include both an indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying and an indemnified party and the indemnified party shall have mutually agreed to the retention of such reasonably concluded that counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both selected by the indemnifying party and has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party and representation shall have the right to select separate counsel to participate in the defense of both parties by such action on its behalf, at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. 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 be a final judgment for the plaintiff, If the indemnifying party agrees does not so choose to indemnify defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to recover from the benefits indemnifying party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the indemnification contained in defense of any claim by an indemnifying party pursuant to this Article VIII. The indemnification provisions contained in this Article VIII paragraph, the indemnified party shall survive have the right to approve the terms of any termination settlement of this Agreementa claim (which approval shall not be unreasonably withheld).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII Section 5 of a notice of the commencement of any action ("indemnifying party" for the purpose of this Section 8.3including any governmental action) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified will, if a claim in respect thereof is to be made against any indemnifying party hereunder, deliver to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information written notice of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but commencement thereof. The failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual deliver written notice to the indemnifying party and within a reasonable time of the commencement of any such action shall relieve such indemnifying party is damaged solely as a result of failure any liability to give such notice. In case any such action is brought against the indemnified partyparty under this Section 5 only to the extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will be entitled not relieve it of any liability that it may have to participate, at its own expense, in the defense thereofan indemnified party otherwise than under this Agreement. The indemnifying party also shall be entitled have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof, thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party named shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if in the actionreasonable determination of counsel for the indemnifying party, representation of such indemnified party by the counsel obtained by the indemnifying party would be inappropriate due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. After notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement pursuant to the provisions of paragraph 5.1 or 5.2 above for any legal or other expenses expense subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to employed counsel in accordance with the retention provisions of such counsel or the preceding sentence, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of any proceeding effected without its written consent but if settled with such consent the commencement of the action or if there be a final judgment for the plaintiff, (iii) the indemnifying party agrees to indemnify has authorized in writing the employment of counsel for the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrowers, such indemnified party shall have notified the indemnifying party notify Borrowers in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrowers will not relieve the indemnifying party Borrowers from any liability which it that they may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrowers. In case If any such action is brought against the any indemnified party, and it notifies Borrowers of the indemnifying party commencement thereof, Borrowers will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrowers to such indemnified party under this Agreement Section 9.1.5, Borrowers shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrowers and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrowers, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrowers shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for the purpose VI of this Section 8.3) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice the commencement of such service on any designated agent)that action; provided, but however, that the failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIIIVI. If any such claim or action shall be brought against an indemnified party, except and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) the indemnifying party and however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed to the retention of such counsel or agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties to in any such proceeding (including any impleaded parties) include both the indemnifying party indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnified party indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any proceeding such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such the consent of the indemnifying party or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by law Sections 6.1 and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to this Agreement shall be entitled such reimbursement prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), 'but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. thereof The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties par-ties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 10.1.3 or 10.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 10.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement. ARTICLE IX.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated A party that intends to provide claim ------------------------- indemnification (the "Indemnitee") under this Article VIII 11 shall promptly notify the other party (the "indemnifying party" Indemnitor") in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for the purpose purposes of this Section 8.3) shall not be liable under 11.3, each a "Claim"), and the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party Indemnitor shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information sole control of the nature of defense and/or settlement thereof; provided that the claim Indemnitee shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled right to participate, at its own expense, with counsel of its own choosing in the defense thereofand/or settlement of such Claim. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party indemnification obligations of the indemnifying party's election parties under this Article 11 shall not apply to assume the defense thereof, the indemnified party shall bear the fees and expenses amounts paid in settlement of any additional counsel retained by itClaim if such settlement is effected without the consent of the Indemnitor, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party which consent shall not be liable for any settlement withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any proceeding effected without such Claim shall relieve the Indemnitor of its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in Indemnitee under this Article VIII11, only to the extent that the failure is prejudicial to its ability to defend such action, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Article 11. The indemnification provisions contained in Indemnitee under this Article VIII 11, and its employees, at the Indemnitor's request and expense, shall survive any termination provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Nipro may claim indemnity under this Article 11 (on its own behalf or on behalf of an Nipro Indemnitee), and other Nipro Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only TheraSense may claim indemnity under this AgreementArticle 11 (on its own behalf or on behalf of a TheraSense Indemnitee), and other TheraSense Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3a) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such An indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any claim of such indemnified party for indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the nature of such claim shall not relieve in reasonable detail and the indemnifying party from shall be given reasonable access to any liability which it may have to documents or properties within the control of the indemnified party against whom as may be useful in the investigation of the basis for such action is brought under the indemnification provisions of this Article VIII, except to the extent that the claim. The failure to so notify results in the failure of actual notice to the indemnifying party and within such indemnifying thirty-day period shall not constitute a waiver of such claim but an indemnified party is damaged solely shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a result of the failure of such person to give such notice. In case the event any such action indemnified party is brought against the indemnified partyentitled to indemnification hereunder based upon a claim asserted by a third party (including a claim arising from an assertion or potential assertion of a claim for Taxes), the indemnifying party will shall be given prompt notice thereof, in reasonable detail. The failure to so notify the indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to participate, at its own expense, in receive any indemnification with respect to any Loss that occurred as a result of the defense thereoffailure of such person to give such notice. The indemnifying party also shall be entitled to assume have the defense thereof, with counsel satisfactory right (without prejudice to the right of any indemnified party named in the action. After to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice from the indemnifying party to the indemnified party of its intention to do so not later than twenty days following notice of the claim to the indemnifying party or such shorter time period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party's election to assume ; provided, however, that if the defense thereof, the indemnified party defendants in any action shall bear the fees and expenses of any additional counsel retained by it, and the include both an indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying and an indemnified party and the indemnified party shall have mutually agreed to the retention of such reasonably concluded that counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both selected by the indemnifying party and has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party and representation shall have the right to select separate counsel to participate in the defense of both parties by such action on its behalf, at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. 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 be a final judgment for the plaintiff, If the indemnifying party agrees does not so choose to indemnify defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to recover from the benefits indemnifying party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the indemnification contained in defense of any claim by an indemnifying party pursuant to this Article VIII. The indemnification provisions contained in this Article VIII paragraph, the indemnified party shall survive have the right to approve the terms of any termination settlement of this Agreementa claim (which approval shall not be unreasonably withheld).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such this indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such this indemnified party (or after such this party shall have received notice of such this service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such this action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such this indemnifying party is damaged solely as a result of failure to give such this notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such this party under this Agreement for any legal or other expenses subsequently incurred by such this party independently in connection with the defense thereof other than reasonable costs of investigation, unless (ia) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel this counsel, or (iib) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its the indemnifying party's written consent but if settled with such this consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such this settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 1.6 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.6, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the, right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIemploy, except to the extent that the failure to notify results in the failure of actual notice separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Units).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementAgreement and shall be in addition to any liability the parties may otherwise have.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 1.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings 'include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Shareholders of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for the purpose VI of this Section 8.3) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice the commencement of such service on any designated agent)that action; provided, but however, that the failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIIIVI. If any such claim or action shall be brought against an indemnified party, except and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) the indemnifying party and however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed to the retention of such counsel or agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties to in any such proceeding (including any impleaded parties) include both the indemnifying party indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnified party indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any proceeding such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such the consent of the indemnifying party or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel to the extent required by law Sections 6.1 and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to this Agreement shall be entitled such reimbursement prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with consent of the indemnified party and counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 4.1 or 4.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such an indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except obligation hereunder to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article IV, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of an indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligation hereunder to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII 8 ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII 8 with respect to any claim made against a party entitled to indemnification under this Article VIII 8 ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII8, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII8. The indemnification provisions contained in this Article VIII 8 shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Celgene Indemnitee or Acceleron Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 11.7.1 or if there be a final judgment for the plaintiff11.7.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. Any other provision of this Article 11 to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A successor by law of CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case the event that any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, which shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3a) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such An indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any claim of such indemnified party for indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the nature of such claim shall not relieve in reasonable detail and the indemnifying party from shall be given reasonable access to any liability which it may have to documents or properties within the control of the indemnified party against whom as may be useful in the investigation of the basis for such action is brought under the indemnification provisions of this Article VIII, except to the extent that the claim. The failure to so notify results in the failure of actual notice to the indemnifying party and within such indemnifying thirty-day period shall not constitute a waiver of such claim but an indemnified party is damaged solely shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a result of the failure of such person to give such notice. In case the event any such action indemnified party is brought against the indemnified entitled to indemnification hereunder based upon a claim asserted by a third party, the indemnifying party will shall be given prompt notice thereof, in reasonable detail. The failure to so notify the indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to participate, at its own expense, in receive any indemnification with respect to any Loss that occurred as a result of the defense thereoffailure of such person to give such notice. The indemnifying party also shall be entitled to assume have the defense thereof, with counsel satisfactory right (without prejudice to the right of any indemnified party named in the action. After to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice from the indemnifying party to the indemnified party of its intention to do so not later than twenty days following notice of the claim to the indemnifying party or such shorter time period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party's election to assume ; provided, however, that if the defense thereof, the indemnified party defendants in any action shall bear the fees and expenses of any additional counsel retained by it, and the include both an indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying and an indemnified party and the indemnified party shall have mutually agreed to the retention of such reasonably concluded that counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both selected by the indemnifying party and has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party and representation shall have the right to select separate counsel to participate in the defense of both parties by such action on its behalf, at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. 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 be a final judgment for the plaintiff, If the indemnifying party agrees does not so choose to indemnify defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to recover from the benefits indemnifying party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the indemnification contained in defense of any claim by an indemnifying party pursuant to this Article VIII. The indemnification provisions contained in this Article VIII paragraph, the indemnified party shall survive have the right to approve the terms of any termination settlement of this Agreementa claim (which approval shall not be unreasonably withheld).

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an ------------------------- indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 17.03 or 17.04 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits reasonable discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 17.05, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Genocea Indemnitee or Isconova Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 10.6.1 or if there be a final judgment for the plaintiff10.6.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this ARTICLE 10 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIIIindemnifying Party’s expense. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the amount of the claim is not increased by the timing of, or failure to give such notice. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such indemnifying party of any obligations hereunder, to the extent the amount of the claim is damaged solely as a result of not increased by the timing of, or failure to give such notice. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which it that they may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or Section 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII Section 5.4 of notice of the commencement of any action ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to including any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless governmental action), such indemnified party shall have notified will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.4, deliver to the indemnifying party in writing a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties. The failure to deliver written notice to the indemnifying party within a reasonable time after the summons or other first legal process giving information commencement of the nature of the claim any such action, if materially prejudicial to its ability to defend such action, shall have been served upon relieve such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except Section 5.4 to the extent that of such prejudice, but the failure omission so to notify results in the failure of actual deliver written notice to the indemnifying party and such indemnifying will not relieve it of any liability that it may have to any indemnified party is damaged solely as a result of failure otherwise than under this Section 5.4. The indemnified party shall have the right, but not the obligation, to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also of any action referred to above through counsel of its own choosing and shall be entitled have the right, but not the obligation, to assume the defense thereofassert any and all separate defenses, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereofcross claims or counterclaims which it may have, the indemnified party shall bear and the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the employment of such counsel has been specifically authorized in advance by the indemnifying party, (ii) there is a conflict of interest that prevents counsel for the indemnifying party and from adequately representing the interests of the indemnified party shall have mutually agreed or there are defenses available to the retention of such counsel indemnified party that are different from, or additional to, the defenses that are available to the indemnifying party, (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and does not employ counsel that is reasonably satisfactory to the indemnified party within a reasonable period of time or (iv) the indemnifying party fails to assume the defense or does not reasonably contest such action in good faith, in which case, if the indemnified party notifies the indemnifying party that it elects to employ separate counsel, the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party and representation the reasonable fees and expenses of both parties such separate counsel shall be borne by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party; provided, however, that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm (in addition to one firm acting as local counsel) for the plaintiff, the indemnifying party agrees to indemnify the all indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparties.

Indemnification Procedure. Any person obligated In the event of any claim for indemnification hereunder, the claiming Party (the “Indemnified Party”) will promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of the basis for the amount of the claim, including the name of any third party involved. The Indemnifying Party will have the right, to provide be exercised within thirty (30) days of notice, if liability to a third party is involved, to defend or compromise such matter at the sole cost and expenses of the Indemnifying Party, and the Indemnified Party must cooperate fully in such defense. The Indemnified Party will not settle or compromise any claim by a third party for which it is entitled to indemnification without the prior consent of the Indemnifying Party, unless suit has been instituted and the Indemnifying Party has not assumed control of the suit. The Parties agree that no amount shall be payable under this Section 11 unless and until the aggregate amount of all indemnifiable losses otherwise payable exceeds One Hundred Thousand Dollars ($100,000) (the “Deductible”), and then only to the extent such claims exceed the Deductible. The aggregate amount that either Party shall be required to indemnify and hold harmless the other Party shall not exceed the amount of Four Hundred Thousand Dollars ($400,000), provided that such limitation shall not apply to repayment obligations to Buyer for return of payments on the Purchase Price. Further, Buyer shall be prevented from seeking indemnification from Seller for matters of which the Buyer has or should have had knowledge based on Xxxxx Xxxxx’x previous position as CEO, President and/or Chairman of the Board of Directors of Equity Media Holdings Corporation. To the extent that any losses that are subject to indemnification pursuant to this Section 11.3 are covered by insurance, the Indemnified Party shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that the Indemnified Party shall nevertheless be entitled to bring a claim for indemnification under this Article VIII ("indemnifying party" for in respect of such claims and the purpose of time limitations set forth in this Section 8.3) for bringing a claim of indemnification under this Agreement shall not be liable under tolled during the pendency of such insurance claim. The existence of a claim by the Indemnified Party for monies from an insurer or against a third party in respect of any loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Indemnifying Party. If the Indemnified Party has received the payment required by this Agreement from the Indemnifying Party in respect of this Article VIII with any loss and later receives proceeds from insurance or other amounts in respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" of such loss, then it shall hold such proceeds or other amounts in trust for the purpose benefit of this Section 8.3) unless the Indemnifying Party and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons proceeds or other first legal process giving information amount received, up to the aggregate amount of any payments received from the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice Indemnifying Party pursuant to this Agreement in respect of such service on Loss. Notwithstanding any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification other provisions of this Article VIIIAgreement, except it is the intention of the parties that no insurer or any other third party shall be (i) entitled to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will benefit it would not be entitled to participate, at its own expense, receive in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party absence of the indemnifying party's election to assume the defense thereofforegoing indemnification provisions, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law relieved of the parties responsibility to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive pay any termination of this Agreementclaims for which it is obligated.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 6.1 or 6.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 6, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 1.6 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.6, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the, right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIemploy, except to the extent that the failure to notify results in the failure of actual notice separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated If the Party to provide be indemnified intends to claim indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) Clause 11, it shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party Party (“Indemnitor”) in writing of such claim. The Indemnitor shall have the right to control the defense and settlement thereof; provided, however, that: (i) the Indemnitor must obtain the prior written consent of the indemnitee (not to be unreasonably withheld) before entering into any settlement of such claim Third-Party claim; (ii) any indemnitee shall not relieve have the indemnifying party from any liability which it may have right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, retain its own counsel at its own expense; and (iii) if the amount sought in any Third-Party claim (alone or in aggregate with all other Third-Party claims) (collectively, in “Covered Claims”) exceeds the defense thereof. The indemnifying party also shall be entitled amounts remaining payable by the Indemnitor pursuant to assume Clause 11.5 or the defense thereof, with counsel satisfactory indemnitee otherwise believes that the total amount payable pursuant to the party named in Covered Claims may exceed the action. After notice from amounts remaining payable by the indemnifying party Indemnitor pursuant to Clause 11.5, then the indemnified party Parties shall discuss and use reasonable endeavours to agree who has conduct and control of the indemnifying party's election Covered Claims provided that if the Parties are not able to assume agree within thirty (30) days after the defense thereofindemnitee provides Indemnitor with notice of its desire to take over control of such Covered Claims (or such shorter period as necessary to preserve all of the indemnitee’s rights), indemnitee may, at its election, retain full control over the indemnified party such Covered Claims unless the Indemnitor executes a separate agreement with the indemnitee agreeing that it shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently pay all amounts payable in connection with such Covered Claims irrespective of the limitation of liability in Clause 11.5. The indemnitee, its employees and agents, shall reasonably cooperate, at the Indemnitor’s expense, with the Indemnitor in the investigation of any liability covered by this Clause 11. If the indemnitee elects to control the defense thereof other than reasonable costs of investigationany Covered Claim as permitted herein, unless (i) the indemnifying party Indemnitor, its employees and agents, shall reasonably cooperate, at the indemnified party shall have mutually agreed Indemnitor’s expense, with the indemnitee in the investigation of any liability covered by this Clause 11 with respect to such Covered Claim(s). The failure to deliver prompt written notice to the retention Indemnitor of any claim, to the extent prejudicial to its ability to defend such claim, shall relieve the Indemnitor of its obligation to the indemnitee under this Clause 11 only to the extent of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementprejudice.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, which shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 10.1.3 or 10.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case the event that any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits sole discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 10.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both any Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7.1 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified the shall, if a claim in respect thereof is to be made against any indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)under Section 7.1, but failure to notify the indemnifying party of any such claim shall not relieve the commencement thereof; provided, however, that failure to so notify the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIshall not affect an indemnifying party’s obligations hereunder, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give materially prejudiced by such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereoffailure. The indemnifying party also shall be entitled to assume the defense thereof, with appoint counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election ’s choice at the indemnifying party’s expense to assume the defense thereof, represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall bear not thereafter be responsible for the fees and expenses of any additional separate counsel retained by itthe indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party will not be liable to shall bear the reasonable fees, costs and expenses of such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have mutually agreed reasonably concluded that there may be legal defences available to it and/or other indemnified parties which are different from or additional to those available to the retention of such counsel or indemnifying party, (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of any proceeding effected without its written consent but if settled with the institution of such consent action, or if there be a final judgment for the plaintiff, (iv) the indemnifying party agrees to indemnify shall authorize the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law to employ separate counsel at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for the purpose VI of this Section 8.3) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice the commencement of such service on any designated agent)that action; provided, but however, that the failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under Section 6.1 of this Article VI except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIIIVI. If any such claim or action shall be brought against an indemnified party, except and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) the indemnifying party and however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (a) the indemnified party and the indemnifying party shall have so mutually agreed agreed; (b) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the retention of such counsel indemnified party; (c) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iid) the named parties to in any such proceeding (including any impleaded parties) include both the indemnifying party indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnified party indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (ii) be liable for any settlement of any proceeding such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such the consent of the indemnifying party or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel to the extent required by law Section 6.1 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (x) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (y) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to this Agreement shall be entitled such reimbursement prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld) but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 above or Section 9.1.4 above of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, C Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of more than one separate counsel unless there are legal defenses available to it that are different from or additional to those available to another indemnified party. Without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding effected without its in respect of which indemnification may be sought hereunder (whether or not Borrower is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given Lender reasonable prior written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the notice thereof and shall have obtained an unconditional release of each indemnified party hereunder from and against any loss or all liability by reason arising out of such settlement claim, action, suit or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementproceedings.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such this indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such this indemnified party (or after such this party shall have received notice of such this service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such this action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such this indemnifying party is damaged solely as a result of failure to give such this notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such this party under this Agreement for any legal or other expenses subsequently incurred by such this party independently in connection with the defense thereof other than reasonable costs of investigation, unless (ia) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel this counsel, or (iib) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its the indemnifying party's written consent but if settled with such this consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such this settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by a party indemnified pursuant to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to Section 7.1 or Section 7.2 of notice of the commencement of any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for action involving the purpose subject matter of this Section 8.3) unless the foregoing indemnity provisions, such indemnified party shall have notified will, if a claim therefor is to be made against the indemnifying party in writing within a reasonable time after pursuant to Section 7.1 or Section 7.2, notify the summons or other first legal process giving information indemnifying party of the nature of commencement thereof; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Section 7 and shall not relieve the indemnifying party and from liability under this Section 7 unless such indemnifying party is damaged solely as a result of failure to give prejudiced by such noticeomission. In case any such action is brought against any indemnified party and it notifies the indemnified partyindemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate therein and, at its own expense, in to the defense thereof. The indemnifying party also shall be entitled extent that it may wish to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the party named defendants in the action. After notice from the indemnifying party to any such action include both the indemnified party of and the indemnifying party's election , and the indemnified party shall have reasonably concluded that there may be legal defenses available to assume it which are different from or additional to those available to the defense thereofindemnifying party, the indemnified party shall bear have the fees and expenses of any additional right to select separate counsel retained by it, and (in which case the indemnifying party will shall not have the right to direct the defense of such action on behalf of the indemnified party). Upon the permitted assumption by the 9 92 indemnifying party of the defense of such action, and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under this Agreement Section 7.1 or Section 7.2 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof (other than reasonable costs of investigation, unless ) unless: (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence; (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time; (iii) the indemnifying party and its counsel do not actively and vigorously pursue the defense of such action; or (iv) the indemnifying party has authorized the employment of counsel for the indemnified party shall have mutually agreed to at the retention expense of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themparty. The No indemnifying party shall not be liable to an indemnified party for any settlement of any proceeding effected action or claim without its written the consent but if settled with such consent or if there be a final judgment for the plaintiff, of the indemnifying party, and no indemnifying party agrees may unreasonably withhold its consent to indemnify any such settlement. No indemnifying party will 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 and against any loss all liability with respect to such claim or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation.

Indemnification Procedure. Any person obligated to provide indemnification If any claim or action shall be brought under this Article VIII ("indemnifying party" for Section 8(a) or Section 8(b), the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified promptly notify in writing the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)parties, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also parties shall be entitled to assume the defense thereof, with including the employment of counsel satisfactory to the party named in the action. After notice from the indemnifying party reasonably acceptable to the indemnified party and payment of all fees and expenses. The indemnified party shall have the indemnifying party's election right to assume employ separate counsel in any such action and participate in the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party parties have agreed to pay such fees and expenses, (ii) the indemnifying parties have failed to assume the defense and employ counsel reasonably acceptable to the indemnified party shall have mutually agreed to the retention of such counsel party, or (iiiii) the named parties to any such proceeding action (including any impleaded parties) include both the indemnified party and the indemnifying party parties, and the indemnified party and shall have been advised by its counsel that one or more legal defenses may be available to the indemnified party that may be unavailable to the indemnifying parties, or that representation of both such indemnified party and any indemnifying parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between themthem (in which case the indemnifying parties shall not have the right to assume the defense of such action on behalf of the indemnified party (notwithstanding their obligation to bear the fees and expenses of such counsel)). The indemnifying party parties shall not be liable for any settlement of any proceeding such action effected without its their written consent consent, which may not be unreasonably withheld, but if settled with such consent written consent, or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees parties agree to indemnify the and hold harmless any indemnified party from and 10 11 against any loss loss, claim, damage, liability or liability expense by reason of such settlement or judgment. A successor by law , but in the case of the parties to this Agreement shall be entitled a judgment only to the benefits of the indemnification contained extent provided in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementSection 8.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, which shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose in Section 8.1 or Section 8.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provisions Section 8.1 or Section 8.2 of this Article VIII, Agreement except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party's reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any settlement local counsel) for all holders of Registrable Securities, selected by a majority (by number of shares) of the holders of Registrable Securities, or (ii) more than one counsel (in addition to any local counsel) for the Company in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to (pursuant to an immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such settlement claim, action, suit or judgmentproceeding. A successor by law of the parties to this Agreement shall be entitled Notwithstanding anything to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.contrary set forth herein, and

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an indemnified party hereunder of written notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII any action or proceeding with respect to any which a claim for indemnification may be made against a party entitled pursuant to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless 3, such indemnified party shall have notified shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticenot prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof thereof, other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for action the plaintiff, the defense of which has been assumed by an indemnifying party agrees to indemnify without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Final 10/07 indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide The indemnities contained in this Clause 14 shall be conditional on compliance with the terms and conditions set out in this Clause 14.3. The indemnifying party will defend, contest, or otherwise protect against any such Claims at its own cost and expense provided that prompt written notice is given, of any Claims for which indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall might be claimed. The indemnified party may, but will not be liable under the indemnification provisions obligated to, participate at its own expense in a defense thereof by counsel of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified its own choosing, but the indemnifying party in writing within a reasonable time after shall be entitled to control the summons or other first legal process giving information of defense unless the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve has relieved the indemnifying party from liability with respect to the particular matter. If the indemnifying party fails to timely defend, contest, or otherwise protect against any liability which it may have to such Claims, the indemnified party may, but will not be obligated to, defend, contest, or otherwise protect against whom such action is brought under the indemnification provisions of this Article VIIIsame, except to and make any reasonable compromise or settlement thereof and recover the extent that the failure to notify results in the failure of actual notice to entire costs thereof from the indemnifying party party, including reasonable legal fees and such indemnifying party is damaged solely costs and disbursements, and all amounts paid as a result of failure to give such notice. In case any such action is brought against Claims or the indemnified partycompromise or settlement thereof, provided, however, that if the indemnifying party will undertakes the timely defense of such matter, the indemnified party shall not be entitled to participate, at recover from the indemnifying party for its own expense, costs incurred in the defense thereof. The indemnifying indemnified party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from cooperate and provide such assistance as the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently may reasonably request in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties matter subject to this Agreement shall indemnification. No settlement that will impact the other party’s business will be entitled to the benefits made without prior written approval of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementother party.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying partyIndemnifying Party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified partyIndemnified Party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Sections 7.1 or 7.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to Sections 7.1 or 7.2 hereof, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Each indemnified party shall promptly after the purpose receipt of this Section 8.3) shall not be liable under notice of the indemnification provisions commencement of this Article VIII with respect to any claim made action against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified in respect of which indemnity may be sought from an indemnifying party on account of an indemnity agreement contained in this Article 10, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission to so notify the indemnifying party of any such claim shall not relieve the indemnifying party from any other liability which it may have to the such indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeparty. In case any such action is shall be brought against any indemnified party and it shall notify any indemnifying party of the indemnified partycommencement thereof, the indemnifying party will shall be entitled to participateparticipate therein and, at its own expenseto the extent that it may wish, in the defense thereof. The jointly and with any other indemnifying party also shall be entitled similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnifying party shall be responsible for any reasonable legal or other expenses subsequently actually incurred by the indemnifying party in connection with the defense thereof; provided further, that if any indemnified party shall bear have reasonably concluded that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Article 10, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, and such indemnifying party shall be required to reimburse such indemnified party and any person controlling such indemnified party for that portion of the reasonable fees and expenses of any additional counsel retained by it, and the indemnifying indemnified party will not be liable that are related to such party under different or additional defenses, but not for matters that are beyond the scope of the indemnity agreement provided in this Agreement for any legal or other expenses subsequently incurred by Article 10; and provided further, that no such party independently in connection with action shall be settled without the defense thereof other than reasonable costs consent of investigation, unless (i) the indemnifying party and the indemnified party, which consent neither party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withhold.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 4.1 or 4.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 4, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 4.1 or 4.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such an indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except obligation hereunder to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any third party action or proceeding against such indemnified party with respect to which a claim for indemnification may be made pursuant to this Article IV, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such third party action; provided, however, that the failure of an indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligation hereunder to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such third party action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such third party claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified defense of a third party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such third party claim or with respect to third party claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a third party claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the third party claimant or plaintiff to such indemnified party of a release from all liability with respect to such third party claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffthird party action, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld, delayed or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementcontinued.

Indemnification Procedure. Any person obligated Promptly after receipt by a party indemnified pursuant to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to Section 16.13(a) or (b) of notice of the commencement of any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for action involving the purpose subject matter of this Section 8.3) unless the foregoing indemnity provisions, such indemnified party shall have notified will, if a claim therefor is to be made against the indemnifying party in writing within a reasonable time after pursuant to Section 16.13(a) or (b), notify the summons or other first legal process giving information indemnifying party of the nature of commencement thereof; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Section 16.13 and shall not relieve the indemnifying party and from liability under this Section 16.13 unless such indemnifying party is damaged solely as a result of failure to give prejudiced by such noticeomission. In case any such action is brought against any indemnified party and it notifies the indemnified partyindemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate therein and, at its own expenseto the extent that it may wish, in the defense thereof. The jointly with any other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party named and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel (in the action. After notice from which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party or parties). Upon the permitted assumption by the indemnifying party of the defense of such action, and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such indemnified party under this Agreement Section 16.3(a) or Section 16.3(b) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof (other than reasonable costs of investigation, unless ) unless: (ia) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence; (b) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time; (c) the indemnifying party and its counsel do not actively and vigorously pursue the defense of such action; or (d) the indemnifying party has authorized the employment of counsel for the indemnified party shall have mutually agreed to at the retention expense of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themparty. The No indemnifying party shall not be liable to an indemnified party for any settlement of any proceeding effected action or claim without its written the consent but if settled with such consent or if there be a final judgment for the plaintiff, of the indemnifying party, and no indemnifying party agrees may unreasonably withhold its consent to indemnify any such settlement. No indemnifying party will 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 and against any loss all liability with respect to such claim or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation.

Indemnification Procedure. Any person obligated to provide In the event that any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or Section 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; PROVIDED, HOWEVER, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide (a) If a third party asserts a claim against any indemnified party for which indemnification would be available under this Article VIII XI (a "indemnifying party" for Claim"), the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received promptly give notice of such service on any designated agent)Claim, but failure to notify the indemnifying party of any describing such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIClaim with reasonable specificity, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and party. If the amount of the Claim exceeds, or the aggregate amount of Losses incurred prior to such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against date have exceeded, the indemnified partyBasket Amount, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereofof such Claim, with including the employment of counsel reasonably satisfactory to the party named in the action. After notice from the indemnifying party to indemnified party; provided, however, that if the indemnified party of reasonably determines in good faith that its interests with respect to such Claim cannot appropriately be represented by the indemnifying party's election to assume the defense thereof, the such indemnified party shall bear have the fees right to assume control of the defense of such Claim and to have its expenses reimbursed promptly with respect to such Claim to the extent entitled thereto. In addition, in the event that such indemnifying party, within a reasonable time after notice that any such Claim or the total Losses incurred exceeds the Basket Amount, fails to defend any indemnified party, such indemnified party will (upon further notice to such indemnifying party) have the right to undertake its defense of such Claim for the account of such indemnifying party and to have its expenses reimbursed promptly with respect to such Claim to the extent entitled thereto. Regardless of which party is controlling the defense of any additional counsel retained by itClaim, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) both the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or act in good faith; (ii) no settlement of such Claim may be agreed to without the named parties to any such proceeding (including any impleaded parties) include both written consent of the indemnifying party 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. The indemnifying party party, which consent shall not be liable for any settlement unreasonably withheld; and (iii) no part of any proceeding effected Claim shall be paid without its written consent but if settled with such consent or if there be unless a final judgment for the plaintiff, the indemnifying party agrees to indemnify from which no appeal may be taken is entered on such Claim against the indemnified party from party, and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled then only to the benefits extent the aggregate of all Losses exceeds the indemnification contained in this Article VIIIBasket Amount. The indemnification provisions contained controlling party shall deliver, or cause to be delivered, to the other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in this Article VIII shall survive connection with the defense of any termination such Claim, and timely notices of this Agreementany hearing or other court proceeding relating to such Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Celgene Indemnitee or Acceleron Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 11.7.1 or if there be a final judgment for the plaintiff11.7.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this Article 11 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII VIE ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. thereof The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other <Page> expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII VHI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII 8 ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII 8 with respect to any claim made against a party entitled to indemnification under this Article VIII 8 ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII8, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for VI of notice of the purpose commencement of this Section 8.3) shall not any action, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to prejudice demonstrated by the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeparty. In case any such action is brought against the any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate in, at its own expense, in and assume the defense thereof. The , subject to the provisions herein stated and after notice from the indemnifying party also shall be entitled to such indemnified party of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such proceeding action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would indemnifying party different from or in conflict with any legal defenses which may be inappropriate due available to actual or potential differing interests between them. The the indemnified party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for any the reasonable fees and expenses of one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party and be approved by the indemnifying party). No settlement of any proceeding effected action against an indemnified party shall be made without its the prior written consent but if settled of the indemnified party, which consent shall not be unreasonably withheld. All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with such consent or if there this section and all reasonable attorneys' fees and expenses) shall be a final judgment for paid to the plaintiffindemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party; provided, that the indemnifying party agrees to indemnify the may require such indemnified party from to undertake to reimburse all such fees and against any loss or liability by reason of expenses to the extent it is finally judicially determined that such settlement or judgment. A successor by law of the parties to this Agreement shall be indemnified party is not entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhereunder.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for of notice of the purpose commencement of this Section 8.3) shall not any action, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VIII, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to prejudice demonstrated by the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeparty. In case any such action is brought against the any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof. The , subject to the provisions herein stated and after notice from the indemnifying party also shall be entitled to such indemnified party of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Article VIII for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such proceeding action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would indemnifying party different from or in conflict with any legal defenses which may be inappropriate due available to actual or potential differing interests between them. The the indemnified party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for any the reasonable fees and expenses of one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party and be approved by the indemnifying party). No settlement of any proceeding effected action against an indemnified party shall be made without its the prior written consent but if settled of the indemnified party, which consent shall not be unreasonably withheld. All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with such consent or if there this Section and all reasonable attorneys' fees and expenses) shall be a final judgment for paid to the plaintiffindemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party; provided, that the indemnifying party agrees to indemnify the may require such indemnified party from to undertake to reimburse all such fees and against any loss or liability by reason of expenses to the extent it is finally judicially determined that such settlement or judgment. A successor by law of the parties to this Agreement shall be indemnified party is not entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhereunder.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the, right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIemploy, except to the extent that the failure to notify results in the failure of actual notice separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the holders of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 12(c) of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 27(e), Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofaction. The indemnifying party also shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to assume select counsel for the defense thereofof such claim with the approval of any parties entitled to indemnification, with counsel satisfactory to which approval shall not be unreasonably withheld. In the party named in the action. After notice from event that the indemnifying party to the indemnified party of the indemnifying party's election elects to assume the defense thereof, of any such suit and retain such counsel and if the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) reasonably determines that a conflict exists between the indemnifying party and the indemnified party shall have mutually agreed to the retention of in such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiffdefense, the indemnifying party agrees shall pay the reasonable fees and expenses of one additional counsel with respect to indemnify each such suit retained by the indemnified party from and against any loss or liability selected by reason of such settlement or judgment. A successor the indemnified party (which selection shall be made by law a majority in interest of the parties to this Agreement shall be entitled indemnifying Shareholder in the case of the Shareholder) and reasonably satisfactory to the benefits indemnifying party. The failure to notify an indemnifying party promptly of the indemnification contained in commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Article VIII. The indemnification provisions contained in Section 7, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Article VIII shall survive any termination of this AgreementSection 7.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Holders of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementShares).

Indemnification Procedure. Any person obligated to provide If any indemnified party discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII Agreement, such party will give written notice ("a “Claim Notice”) to the indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect Party, specifying such claim, and may thereafter exercise any remedies available to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified under this Agreement; provided, however, the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall as provided herein will not relieve the indemnifying Party of any obligations hereunder, to the extent the indemnifying Party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party from hereunder of written notice of the commencement of any liability action or proceeding with respect to which it a claim for indemnification may have to be made against any indemnifying Party, the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual will give written notice to the indemnifying Party of the commencement of such action; provided, however, the failure of any indemnified party and such indemnifying party is damaged solely as a result of failure to give such noticenotice as provided herein will not relieve the indemnifying Party of any obligations hereunder, to the extent the indemnifying Party is not materially prejudiced thereby. In the case of a claim for indemnification not based upon any such action is brought against the indemnified partyor proceeding, the indemnifying party will be entitled to participate, at Party shall have 30 days from its own expense, in receipt of the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After written notice from the indemnifying indemnified party to (i) cure the damages complained of, (ii) admit its obligation to provide indemnification with respect to such damages or (iii) dispute the claim for such indemnification. If the indemnifying Party does not notify the indemnified party of within such 30-day period that it has cured the indemnifying party's election to assume damages or that it disputes the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to claim for such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiffindemnification, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement Party shall be entitled deemed to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhave disputed such claim for indemnification.

Indemnification Procedure. Any person obligated As a condition to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled indemnified Party's right to indemnification under this Article VIII ("Section, the indemnified party" for the purpose of this Section 8.3) unless such indemnified party Party shall have notified give prompt notice to the indemnifying party in writing within a reasonable time after the summons Party of any suits, claims or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on demands by third parties which may give rise to any designated agent)Loss for which indemnification may be required under this Section, but the indemnified Party's failure to notify do so shall not affect the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, Party's obligation hereunder except to the extent that the failure to notify results in the failure of its actual notice to the indemnifying party and such indemnifying party is damaged solely damages as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereoffailure. The indemnifying party also Party shall be entitled to assume the defense thereofand control of any suit, with counsel satisfactory to the claim or demand of any third party named in the actionat its own cost and expense. After notice from If the indemnifying party to the indemnified party of the indemnifying party's election to Party shall assume the defense thereofof such action, it shall not settle such action without the prior written consent of the indemnified party Party, which consent shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable unreasonably withheld or delayed; provided, however, that an indemnified Party shall not be required to such party under this Agreement for consent to any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless settlement that (i) does not include as an unconditional term thereof the indemnifying party and giving by the claimant or the plaintiff of an unconditional release of the indemnified party shall have mutually agreed Party from all liability with respect to the retention of such counsel action or (ii) involves the named parties to imposition of equitable remedies or the imposition of any material obligations on such indemnified Party other than financial obligations for which such indemnified Party will be indemnified hereunder. As long as the indemnifying Party is contesting any such proceeding (including action in good faith and on a timely basis, the indemnified Party shall not pay or settle any impleaded parties) claims brought in such action without the prior written consent of the indemnifying Party. Notwithstanding the assumption by the indemnifying Party of the defense of any action as provided in this Section 17.4, the indemnified Party shall be permitted to participate in the defense of such action and to employ counsel at its own expense; provided, however, that if the defendants in any action shall include both an indemnifying Party and any indemnified Party and such indemnified Party shall have reasonably concluded that counsel selected by indemnifying Party has a potential conflict of interest because of the availability of different or additional defenses to such indemnified Party, such indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party and Party, it being understood, however, that the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any settlement time for all indemnified parties (in addition to local counsel) in such action or group of related actions. If the indemnifying Party shall fail to notify the indemnified Party of its desire to assume the defense of any proceeding effected without its written consent but if settled with such consent action within the prescribed period of time, or if there be a final judgment for shall notify the plaintiffindemnified Party that it will not assume the defense of any such action, then the indemnified Party may assume the defense of any such action, in which event it may do so acting in good faith in such manner as it may deem appropriate, and the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement Party shall be entitled to the benefits of the indemnification contained bound by any determination made in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch action.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofaction. The indemnifying party also shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to assume select counsel for the defense thereofof such claim with the approval of any parties entitled to indemnification, with counsel satisfactory to which approval shall not be unreasonably withheld. In the party named in the action. After notice from event that the indemnifying party to the indemnified party of the indemnifying party's election elects to assume the defense thereof, of any such suit and retain such counsel and if the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) reasonably determines that a conflict exists between the indemnifying party and the indemnified party shall have mutually agreed to the retention of in such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiffdefense, the indemnifying party agrees shall pay the reasonable fees and expenses of one additional counsel with respect to indemnify each such suit retained by the indemnified party from and against any loss or liability selected by reason of such settlement or judgment. A successor the indemnified party (which selection shall be made by law a majority in interest of the parties to this Agreement shall be entitled indemnifying Holders in the case of the Holders) and reasonably satisfactory to the benefits indemnifying party. The failure to notify an indemnifying party promptly of the indemnification contained in commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Article VIII. The indemnification provisions contained in Section 7, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Article VIII shall survive any termination of this AgreementSection 7.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Licensee Indemnitee or Forendo Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other Party in writing of the claim and the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement; provided that the failure to so notify promptly shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought Party of its obligations under the indemnification provisions of this Article VIII, Section 11.5 except to the extent that of the failure to notify results in the failure of actual notice to the indemnifying party and prejudice suffered by such indemnifying party is damaged solely Party as a result of failure to give such notice. In case any such action is brought against the indemnified party, failure; and further provided that the indemnifying party will be entitled to participate, at its own expense, in Party shall not have the defense thereof. The indemnifying party also shall be entitled right to assume the defense thereof, of such claim if such claim relates to an Infringement Claim. The Indemnitee shall cooperate with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereofParty and may, the indemnified party shall bear the fees at its option and expenses of any additional counsel retained by itexpense, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently represented in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual action or potential differing interests between themproceeding. The indemnifying party Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 11.5.1 or Section 11.5.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to be represented in any such action or proceeding by separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. The indemnifying Party shall not effect any settlement of any proceeding effected such claims without its written the consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to Indemnitee, which consent shall not be unreasonably withheld or delayed. [***]Confidential Information, indicated by [***], has been omitted by this Agreement shall be entitled to filing and filed separately with the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementSecurities and Exchange Commission.

Indemnification Procedure. Any person obligated to provide If either Party is seeking indemnification under this Article VIII Section 13.1 ("indemnifying party" for Indemnification by Ionis) or Section 13.2 (Indemnification by Otsuka) (the purpose of this Section 8.3“Indemnified Party”), then it will inform the other Party (the “Indemnifying Party”) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature Third Party Claim giving rise to such indemnification obligations within [***] after receiving written notice of the claim shall have been served upon Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify a Third Party Claim will not affect the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the Indemnifying Party’s indemnification provisions of this Article VIII, obligations hereunder except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely Indemnifying Party will have been actually prejudiced as a result of such failure or delay to give such notice). In case The Indemnifying Party will have the right to assume the defense of any such action Third Party Claim for which it is brought against obligated to indemnify the indemnified partyIndemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the indemnifying party Indemnifying Party’s cost and expense. The Indemnified Party will be entitled have the right to participate, at with counsel of its own expensechoice, in the defense thereof. The indemnifying party also shall of any Third Party that has been assumed by the Indemnifying Party, which participation will be entitled at the Indemnified Party’s expense unless (a) the Indemnifying Party has agreed to assume pay such fees and expenses, or (b) the defense thereofIndemnified Party has been advised by counsel that there are actual or potential conflicting interests between the Indemnifying Party and the Indemnified Party, with counsel satisfactory including situations in which there are one or more legal defenses available to the party named in the action. After notice Indemnified Party that are different from the indemnifying party or additional to those available to the indemnified party of Indemnifying Party. Neither Party will have the indemnifying party's election obligation to assume indemnify the defense thereofother Party in connection with any settlement made without the Indemnifying Party’s written consent, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party which consent will not be liable to such party under this Agreement for unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit any legal fault or other expenses subsequently incurred by such party independently in connection with negligence on the defense thereof other than reasonable costs part of investigationthe Indemnified Party, unless (i) or impose any obligation on, or otherwise adversely affect, the indemnifying party and Indemnified Party, without the indemnified party shall have mutually agreed Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the retention application of Section 13.1 (Indemnification by Ionis) or Section 13.2 (Indemnification by Otsuka) as to any Third Party Claim, then, pending resolution of the dispute pursuant to Article 15 (Dispute Resolution; Governing Law), then the Parties may conduct separate defenses of such counsel Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 13.1 (Indemnification by Ionis) or Section 13.2 (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties Indemnification by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiffOtsuka), the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law as applicable, upon resolution of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunderlying Third Party Claim.

Indemnification Procedure. Any person obligated to provide In the event that any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or Section 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of written notice of the purpose assertion of this Section 8.3) shall not be liable under a claim or the indemnification provisions commencement of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of indemnity agreement contained in this Article VIIISection 1.3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such noticefailure. In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent indemnifying party representing all of the indemnified parties who are parties to such action); or if there be a final judgment for the plaintiff, (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action. In each such case, the reasonable fees and expenses of counsel shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated Promptly after receipt by an ------------------------- indemnified party under Section 10.1.3 or 10.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless any Borrowers, such indemnified party shall have notified the indemnifying party notify Borrowers in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrowers will not relieve the indemnifying party any Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case the event that any such action is brought against the any indemnified party, and it notifies Borrowers of the indemnifying party commencement thereof, Borrowers will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits sole discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrowers to such indemnified party under this Agreement Section 10.1.5, Borrowers shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both any Borrowers and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to those available to any such proceeding (including any impleaded parties) include both the indemnifying party and Borrower(s), then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrowers shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose 4 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to Sections 4.1 or 4.2 hereof, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. 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 action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, 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 a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated Promptly after receipt by a party indemnified pursuant to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to Section 7.1 or Section 7.2 of notice of the commencement of any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for action involving the purpose subject matter of this Section 8.3) unless the foregoing indemnity provisions, such indemnified party shall have notified will, if a claim therefor is to be made against the indemnifying party in writing within a reasonable time after pursuant to Section 7.1 or Section 7.2, notify the summons or other first legal process giving information indemnifying party of the nature of commencement thereof; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Section 7 and shall not relieve the indemnifying party and from liability under this Section 7 unless such indemnifying party is damaged solely as a result of failure to give prejudiced by such noticeomission. In case any such action is brought against any indemnified party and it notifies the indemnified partyindemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate therein and, at its own expenseto the extent that it may wish, in the defense thereof. The jointly with any other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party named in the action. After notice from and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party of parties shall have the right to select separate counsel (in which case the indemnifying party's election party shall not have the right to assume direct the defense thereof, of such action on behalf of the indemnified party shall bear or parties). Upon the fees and expenses of any additional counsel retained permitted assumption by it, and the indemnifying party will of the defense of such action, and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under this Agreement Section 7.1 or Section 7.2 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof (other than reasonable costs of investigation, unless ) unless: (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence; (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time; (iii) the indemnifying party and its counsel do not actively and vigorously pursue the defense of such action; or (iv) the indemnifying party has authorized the employment of counsel for the indemnified party shall have mutually agreed to at the retention expense of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themparty. The No indemnifying party shall not be liable to an indemnified party for any settlement of any proceeding effected action or claim without its written the consent but if settled with such consent or if there be a final judgment for the plaintiff, of the indemnifying party, and no indemnifying party agrees may unreasonably withhold its consent to indemnify any such settlement. No indemnifying party will 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 and against any loss all liability with respect to such claim or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation.

Indemnification Procedure. Any person obligated to provide ------------------------- indemnification under this Article VIII 8 ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII 8 with respect to any claim made against a party entitled to indemnification under this Article VIII 8 ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII8, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII8. The indemnification provisions contained in this Article VIII 8 shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation misrepresentation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected affected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly alter receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.8 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is be made against an indemnifying party under this Section 1.8, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent), but failure claim and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party, as the case may be, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment time for the plaintiff, the indemnifying party agrees and all indemnified parties, which counsel shall be designated in writing by the Holders owning a majority in interest of the Registrable Securities participating in the offering of securities (assuming the exercise of the UPOs, the UPO Warrants and the Consulting Warrants)). If the indemnifying party withholds consent to indemnify a settlement or proposed settlement by the indemnified party, it shall acknowledge to the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the its indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementobligations hereunder.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for the purpose VI of this Section 8.3) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice the commencement of such service on any designated agent)that action; provided, but however, that the failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIIIVI. If any such claim or action shall be brought against an indemnified party, except and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) the indemnifying party and however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed to the retention of such counsel or agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties to in any such proceeding (including any impleaded parties) include both the indemnifying party indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnified party indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any proceeding such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such the consent of the indemnifying party or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel to the extent required by law Sections 6.1 and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party's entitlement to this Agreement shall be entitled such reimbursement prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by any indemnified party under this Article VIII Section 2 of notice of the commencement of any action ("indemnifying party" for the purpose of this including any governmental action) involving a claim referred to in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this 2.1 or Section 8.3) unless 2.2, such indemnified party shall have notified the will, if a claim in respect thereof is to be made against any indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)under this Section 2, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice deliver to the indemnifying party a written notice of the commencement thereof and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled shall have the right to participateparticipate in, at its own expenseand, in to the defense thereof. The extent the indemnifying party also shall be entitled so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof, thereof with one counsel mutually satisfactory to the party named in the action. After notice from the indemnifying party to the parties; provided, however, that an indemnified party of (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the indemnifying party's election right to assume the defense thereofretain one separate counsel, the indemnified party shall bear with the fees and expenses to be paid by the indemnifying party, if representation of any additional such indemnified party by the counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themsuch indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2 except to the extent (and only to the extent) the failure to deliver notice is materially prejudicial to its ability to defend such action. Any omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2. The indemnifying party shall not be liable for any settlement will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding effected without its written in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any person who controls such indemnified party is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent but if settled with includes an unconditional release of each such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or all liability by reason arising out of such settlement claim, action, suit or judgmentproceeding. A successor by law Notwithstanding anything to the contrary set forth herein, and without limiting any of the parties rights set forth above, in any event any party will have the right to this Agreement shall be entitled retain, at its own expense, counsel with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementa claim.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.6 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.6, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation of both or such indemnified parties shall have been advised by the same counsel would be inappropriate due to actual or potential differing that there are conflicting interests between them. The the indemnified parties and the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties; it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the holder of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 1.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation of both or such indemnified parties shall have been advised by the same counsel would be inappropriate due to actual or potential differing that there are conflicting interests between them. The the indemnified parties and the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties; it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Investors of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII Section 5 of a notice of the commencement of any action ("indemnifying party" for the purpose of this Section 8.3including any governmental action) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified will, if a claim in respect thereof is to be made against any indemnifying party hereunder, deliver to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information written notice of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but commencement thereof. The failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual deliver written notice to the indemnifying party and within a reasonable time of the commencement of any such action shall relieve such indemnifying party is damaged solely as a result of failure any liability to give such notice. In case any such action is brought against the indemnified partyparty under this Section 5 only to the extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will be entitled not relieve it of any liability that it may have to participate, at its own expense, in the defense thereofan indemnified party otherwise than under this Agreement. The indemnifying party also shall be entitled have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof, thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party named shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if in the actionreasonable determination of counsel for the indemnifying party, representation of such indemnified party by the counsel obtained by the indemnifying party would be inappropriate due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. After notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement pursuant to the provisions of paragraph 5.1 or 5.2 above for any legal or other expenses expense subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to employed counsel in accordance with the retention provisions of such counsel or the preceding sentence, (ii) the named parties indemnifying party shall not have employed counsel reasonably satisfactory to any such proceeding the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (including any impleaded partiesiii) include both the indemnifying party and has authorized in writing the employment of counsel for the indemnified party and representation at the expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party. The An indemnifying party shall not be liable for required to indemnify any indemnified party against costs, expenses, losses, claims, damages or liabilities arising from or based upon settlement of any action or proceeding effected without its the indemnifying party’s prior written consent but if settled with such consent or if there which will not be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party -28 entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any BI Indemnitee or Regulus Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Sections 10.6.1 or if there be a final judgment for the plaintiff10.6.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided, that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this Article 10 to the parties to contrary notwithstanding, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless 7.1 or 7.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provisions of this Article VIIISection 7.1 or 7.2, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to the party named in the action. After such indemnified party; and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) in such indemnified party's 16 61 reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party and shall not assume the indemnified party shall have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party claim but also shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 7.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 7.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such settlement claim, action, suit, investigation or judgmentproceeding. A successor by law An indemnified party will not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in resect of which it is then seeking (or thereafter seeks) indemnification hereunder, in each case without the prior written consent of the parties to this Agreement indemnifying party (which consent shall not be entitled unreasonably withheld or delayed). Notwithstanding anything to the benefits contrary set forth herein, and without limiting any of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination rights set forth above, an indemnified party hereunder will have the right to retain, at its own expense, counsel with respect to the defense of this Agreementa claim.

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless 7.1 or 7.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provisions of this Article VIIISection 7.1 or 7.2, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, it may, with counsel reasonably satisfactory to the party named in the action. After such indemnified party; and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) in such indemnified party's reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party and shall not assume the indemnified party shall have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party claim but also shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 7.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 7.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding 17 22 sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such settlement claim, action, suit, investigation or judgmentproceeding. A successor by law An indemnified party will not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which it is then seeking (or thereafter seeks) indemnification hereunder, in each case without the prior written consent of the parties to this Agreement indemnifying party (which consent shall not be entitled unreasonably withheld or delayed). Notwithstanding anything to the benefits contrary set forth herein, and without limiting any of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination rights set forth above, an indemnified party hereunder will have the right to retain, at its own expense, counsel with respect to the defense of this Agreementa claim.