Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.

Indemnification Procedure. Promptly after receipt by an indemnified Each party entitled to indemnification under this Section 3.6 of (the "Indemnified Party") shall give notice of to the commencement party required to provide indemnification (the "Indemnifying Party") after such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify and shall permit the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and Indemnifying Party to assume the defense of any such claim; providedclaim or any litigation resulting therefrom, however, provided that the indemnifying party shall be entitled to select counsel for the Indemnifying Party, who shall conduct the defense of such claim with or litigation, shall be approved by the approval of any parties entitled to indemnification, which Indemnified Party (whose approval shall not be unreasonably withheld; provided further), however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party Indemnified Party may participate in conducting such defense at such party's expense, and provided further that the defense failure of such action, suit or proceeding by reason any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of recognized claims for indemnity its obligations under this Section 3.6Agreement, then counsel for such party shall be entitled to conduct unless the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any give such action, if notice is materially prejudicial to the an Indemnifying Party's ability of the indemnifying party to defend such action, and provided further that the Indemnifying Party shall relieve such indemnifying partynot assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, to in the extent so prejudiced, defense of any liability such claim or litigation, shall, except with the consent of each Indemnified Party, consent to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve such party entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability that in respect to such party may have to any indemnified party otherwise other than under this Section 3.6claim or litigation.

Indemnification Procedure. Promptly The party seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) of any loss, claim, damage, liability or action in respect of which the Indemnified Party intends to claim indemnification hereunder (“Claim”), within thirty (30) days after receipt by an indemnified party under this Section 3.6 of the Indemnified Party has notice of the commencement such (including a copy of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claimor lawsuit); provided, however, that failure to provide such notice within such timeframe shall not relieve the indemnifying party Indemnifying Party of its indemnification obligations unless the Indemnifying Party was materially prejudiced by such late notice. Any Party liable to provide indemnification hereunder shall be entitled entitled, at its option, to select counsel for exercise sole and exclusive control of the defense of such claim with the approval and settlement of any parties entitled claim for which it is obligated to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity provide indemnification under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such partyArticle 8. The failure to notify an indemnifying party promptly Indemnified Party shall reasonably cooperate in the investigation, defense and settlement of the commencement any claim for which indemnification is sought hereunder and shall provide prompt notice of any such action, if prejudicial claim or reasonably expected claim to the ability of Indemnifying Party. An Indemnified Party shall have the indemnifying party right to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6retain its own separate legal counsel at its own expense.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 12 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.612, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.612, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.612, 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 other than under this Section 3.612.

Indemnification Procedure. Promptly after receipt by an indemnified party (a) A Party that intends to claim indemnification under this Section 3.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, 9 shall promptly notify the indemnifying party Party of any such claims in writing respect of which such Party intends to claim such indemnification, and if applicable such indemnifying Party shall assume the commencement defense thereof and generally summarize with counsel mutually satisfactory to the Parties; provided that such action. The indemnifying party Party shall have the right to participate retain its own counsel and, in case compensation for fees and to assume the defense of expenses are not otherwise awarded, compensation for such claim; provided, however, that the indemnifying party reasonable costs shall be entitled to select counsel paid by such indemnifying Party provided such indemnifying Party is responsible for the defense thereof, if representation of such claim with Party by the approval counsel retained by such indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Party and any other Party represented by such counsel. The indemnification provided for by this Section 9 shall not apply to amounts paid in settlement of any parties entitled to indemnificationsuch claim if such settlement is effected without the consent of the indemnifying Party, which approval consent shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an deliver notice to the indemnifying party promptly of Party within a reasonable time after the commencement of any such action, if materially prejudicial to the its ability of the indemnifying party to defend such action, shall relieve such the indemnifying party, Party of any liability to the other Party under this Section 9.3 to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the deliver notice to such indemnifying party will Party shall not otherwise relieve such party it of any liability that such party it may have to such other Party. The indemnified Party shall cooperate fully with the other Party in the investigation of any indemnified party otherwise other than under such claim covered by this Section 3.6indemnification.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 13 of notice of the commencement of any action, such the indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.613, notify the indemnifying party in writing writing, of the commencement thereof and generally summarize such the action. The indemnifying party shall have the right to participate in and to assume the defense of such that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Shareholders in conducting the defense of such the action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.613, then counsel for such that party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest interests of such that party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such the action, shall relieve such the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.613, but the omission so to notify the indemnifying party will shall not relieve such the party of any liability that such the party may have to any indemnified party otherwise other than under this Section 3.613.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 8 of notice of the commencement of any action, such the indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.68, notify the indemnifying party in writing of the commencement thereof and generally summarize such the action. The indemnifying party shall have the right to participate in and to assume the defense of such that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Shareholders in conducting the defense of such the action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.68, then counsel for such that party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest interests of such that party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such the action, shall relieve such the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.68, but the omission so to notify the indemnifying party will shall not relieve such the party of any liability that such the party may have to any indemnified party otherwise other than under this Section 3.68.

Indemnification Procedure. Promptly after receipt by an indemnified Each party entitled to indemnification under this Section 3.6 of Article 7 (the "Indemnified Party") shall give notice of to the commencement party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify and shall permit the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and Indemnifying Party to assume the defense of any such claimclaim or any litigation resulting therefrom; provided, howeverthat, that the indemnifying party shall be entitled to select counsel for the Indemnifying Party, who shall conduct the defense of such claim with or litigation, shall be approved by the approval of any parties entitled to indemnification, which Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided provided, further, howeverthat the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 7. No Indemnifying Party, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of any such actionclaim or litigation, suit or proceeding by reason shall, except with the consent of recognized claims for indemnity under this Section 3.6each Indemnified Party, then counsel for such party shall be entitled consent to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement 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 action, if prejudicial Indemnified Party of a release from all liability in respect to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6claim or litigation.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 5.4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.65.4, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.65.4, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.65.4, 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 other than under this Section 3.65.4.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 Sections 9.1(c) and 9.1(d) hereof of notice of the commencement of any action, such indemnified party will, if action for which a claim in respect thereof for indemnification is to be made against an indemnifying the Borrower, such indemnified party under this Section 3.6, shall notify the indemnifying party Borrower in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6commencement, but the omission to so to notify the indemnifying party Borrower will not relieve such party of the Borrower from any liability that such party it may have to any indemnified party otherwise hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other than indemnifying party, to participate therein and, to the extent that it (or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel selected by the Borrower and reasonably satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such indemnified party under this Section 3.69.1(e), the Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnified party shall settle or compromise any claim for which the Borrower may be liable hereunder without the prior Written Consent of the Borrower.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of In the commencement event of any actionsuch claim against any Biogen Idec Indemnitee or AVEO Indemnitee (individually, such indemnified party willan “Indemnitee”), if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, the Indemnitee shall promptly notify the indemnifying party other Party in writing of the commencement thereof claim and generally summarize the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such actionaction or proceeding. 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 this Article XII may apply, the indemnifying Party shall promptly notify the Indemnitees, and the Indemnitees shall then have the right to participate be represented in and to assume the defense of any such claimaction or proceeding by separate counsel at their expense; provided, however, provided that the indemnifying party Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of indemnification from the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6Party.

Indemnification Procedure. Promptly after receipt by an indemnified party A Party that intends to claim indemnification under any provision of this Agreement (for purposes of this Section 3.6 of notice of 7.4(b), the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, “Indemnitee”) shall promptly notify the indemnifying party Party (the “Indemnitor”) in writing of any claim, action, suit, or other proceeding brought by third parties in respect of which the commencement thereof Indemnitee or any of its Affiliates, or their directors, officers, employees, successors or assigns intend to claim such indemnification hereunder. As between the Parties, the Indemnitor shall have the right to control the defense and generally summarize settlement of such claim, action. The indemnifying party , suit, or other proceeding; provided that the Indemnitee shall have the right to participate in and such defense or settlement with counsel of its own choosing at its expense. Notwithstanding the foregoing, the indemnity agreement in this Article 7 shall not apply to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval amounts paid in settlement of any parties entitled to indemnificationloss, which approval shall not be unreasonably withheld; provided furtherclaim, howeverdamage, that liability or action if either party reasonably determines that there may be a conflict between such settlement is effected without the position consent of the indemnifying party and the indemnified party in conducting the defense of such actionIndemnitor, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such partyconsent is not withheld unreasonably or delayed. The failure to notify an indemnifying party promptly of deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to the its ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, Indemnitor of any liability to the indemnified party Indemnitee under this Section 3.6, Article 7 but the omission so to notify deliver written notice to the indemnifying party will Indemnitor shall not relieve such party the Indemnitor of any liability that such party it may have to any indemnified party Indemnitee otherwise other than under this Section 3.6Article 7. Without limiting the foregoing, the Indemnitor shall keep the Indemnitee fully informed of the progress of any claim, action, suit, or other proceeding for which the Indemnitee is seeking indemnification under this Article 7.

Indemnification Procedure. Promptly after receipt by an A Party entitled to be indemnified party under pursuant to this Section 3.6 of Article 7 (the “Indemnified Party”) shall give prompt notice of the commencement of any action, Claim to the other Party (the “Indemnifying Party”) and the Indemnifying Party shall defend against such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify Claim with the indemnifying party in writing [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. reasonable cooperation of the commencement thereof and generally summarize Indemnified Party; provided that the Indemnifying Party will not settle any such actionClaim for any consideration other than monetary damages, or in any manner that would adversely affect the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnifying party Indemnified Party shall have the right to participate be present in person or through counsel at substantive legal proceedings relating to the Claim giving rise to the Indemnified Party’s right to indemnification hereunder. In the event that the Parties cannot agree as to the application of Sections 7.1 and 7.2 to assume any Claim, the defense Parties may conduct separate defenses of such claim; providedClaim. In such case, however, that each Party further reserves the indemnifying party shall be entitled right to select counsel for claim indemnity from the defense other in accordance with Sections 7.1 and 7.2 upon resolution of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6underlying Claim.

Indemnification Procedure. Promptly after receipt by an indemnified party under this For purposes of Section 3.6 of 4.2 above, Broncus shall give prompt written notice of the commencement to Asthmatx of any action, such indemnified party will, if a claim in respect thereof is to Claims for which indemnification may be made against an indemnifying party required under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim4.2; provided, however, that failure to give such notice shall not relieve Asthmatx of its obligation to provide indemnification hereunder except, if and to the indemnifying party extent that such failure materially and adversely affects the ability of Asthmatx to defend the applicable Claim. Asthmatx shall be entitled to select assume the defense and control of any such Claim for which it is obligated to provide indemnification hereunder at its own cost and expense; provided, however, that Broncus shall have the right to be represented by its own counsel for at its own cost in connection with the defense of such claim with the approval Claim. Neither Asthmatx nor Broncus shall settle or dispose of any parties entitled such Claim in any manner which would adversely affect the rights or interests of the other party (including the obligation to indemnificationindemnify hereunder) without the prior written consent of the other party, which approval shall not be unreasonably withheld; provided further, however, that if either withheld or delayed. Each party reasonably determines that there may be a conflict between shall cooperate with the position of the indemnifying other party and its counsel in the indemnified party in conducting course of the defense of any such actionsuit, suit claim or proceeding by reason ***** Certain portions of recognized claims this exhibit have been omitted and confidential treatment has been requested for indemnity under this Section 3.6, then counsel these omitted portions pursuant to an application for such party shall be entitled to conduct the defense confidential treatment sent to the extent reasonably determined by Securities and Exchange Commission. demand, such counsel cooperation to be necessary include without limitation using reasonable efforts to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such actionprovide or make available documents, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6information and witnesses.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 7.4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.67.4, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.67.4, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.67.4, 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 other than under this Section 3.67.4.

Indemnification Procedure. Promptly after receipt If a Member or the Company (the “Indemnifying Party”) is obligated hereunder to indemnify any Indemnified Person or Other Indemnified Person (in any case the “Indemnified Party”) from any claim, suit, action or proceeding brought by an indemnified party any other person or entity (a “Third Party Claim”), the Indemnified Party shall give notice as promptly as is reasonably practicable to the Indemnifying Party of such Third Party Claim; provided that the failure of the Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations under this Section 3.6 of notice of Article 15 except to the commencement of any action, such indemnified party will, extent (if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify any) that the indemnifying party in writing of the commencement thereof and generally summarize such actionIndemnifying Party shall have been materially prejudiced thereby. The indemnifying party shall Such Indemnifying Party will have the right to participate in and to assume control the defense and settlement of such claim; providedThird Party Claim with counsel Execution Copy Northern Pass LLC Operating Agreement reasonably acceptable to the Indemnified Party, however, provided that the indemnifying party shall be entitled (i) such Indemnified Party may retain counsel at its expense to select counsel for assist in the defense and settlement of such claim with the approval Third Party Claim, and (ii) no settlement of any parties entitled Third Party Claim will contain terms or provisions requiring the Indemnified Party to indemnificationtake any action or perform any undertaking, which approval shall not be unreasonably withheld; provided furtheror prohibit or restrain the Indemnified Party from taking any action, however, that if either party reasonably determines that there may be a conflict between without the position prior written consent of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6Indemnified Party.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 2.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.62.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.62.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.62.6, 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 other than under this Section 3.62.6.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 SECTION 2.7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6SECTION 2.7, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; providedPROVIDED, howeverHOWEVER, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided furtherPROVIDED, howeverFURTHER, that if either any party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6SECTION 2.7, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6SECTION 2.7, 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 other than under this Section 3.6SECTION 2.7.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 7.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.67.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.67.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.67.6, 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 other than under this Section 3.67.6.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.69, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that and the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.69, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.69, 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 other than under this Section 3.69.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 12 of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.612, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.612, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party with the fees and expenses of such counsel to be paid by the indemnifying party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.612, but the omission so to notify the indemnifying party will shall not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 3.612.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.65, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.65, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.65, 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 other than under this Section 3.65.

Indemnification Procedure. Promptly (a) If any Parent Indemnified Party or Selling Parties Indemnified Party, as the case may be (such parties, collectively, the “Indemnified Parties”) intends to seek indemnification pursuant to this Article X, such Indemnified Party shall notify the party from whom indemnification is being sought promptly after receipt the Indemnified Party becomes aware of the basis of the claim for indemnification in the case of a claim that is not a third party claim (the “Indemnifying Party”) by an indemnified party under this Section 3.6 of providing written notice of such claim to the commencement Indemnifying Party. The Indemnified Party will provide the Indemnifying Party with prompt written notice of any action, such indemnified third party will, if a claim in respect thereof of which indemnification is to be made against an indemnifying sought. Such notice will specify in reasonable detail the basis for such claim, and set forth, if known, the facts constituting the basis for such claim. In the case of a third party under this Section 3.6claim, notify promptly following such notice, the indemnifying Indemnified Party will provide the Indemnifying Party the notice of claim, pleadings or such other information and documents in each case received from such third party in writing of connection with the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense making of such claim; provided, however, that the indemnifying third party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such third party. The failure to notify an indemnifying party promptly of the commencement of provide such notice, information and documents will not affect any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, rights hereunder except to the extent so prejudiced, the Indemnifying Party shall have been prejudiced as a result of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6failure.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.69, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheldwithheld or delayed; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.69, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.69, 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 other than under this Section 3.69.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of In the commencement event of any actionsuch Claim against any Licensee Indemnitee or Allergan Indemnitee (individually, such an "Indemnitee"), the indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, Party shall promptly notify the indemnifying party Party in writing of the commencement thereof and generally summarize Claim for which indemnification is sought under this Article XI; provided that, failure to promptly notify the indemnifying Party shall relieve the indemnifying Party of any obligation to the indemnified Party under this Section 11.3 solely to the extent prejudicial to the indemnifying Party's ability to defend such action. The indemnifying party shall have the right to participate in Party shall, at its sole expense, defend and to assume the defense control such Claim with counsel of such claimits own choosing; provided, however, that the indemnifying party shall be entitled to select counsel for indemnified Party may participate in the defense of such claim Claim with its own counsel and at its own expense. The indemnified Party shall, and shall cause its Indemnitees to, fully cooperate with the approval indemnifying Party in the investigation or defense of any parties entitled to indemnificationDamages or Third Party Claim covered by this Article XI. The Indemnitees shall not settle such Claim without the indemnifying Party's prior written consent. The indemnifying Party shall not settle such Claim without the prior written consent of the Indemnitees against which such Claim was brought, which approval consent shall not be unreasonably withheld; provided further, howeverconditioned or delayed. For the avoidance of doubt, that if either party reasonably determines that there may be a in the event of any conflict between the position of the indemnifying party this Article XI and the indemnified party in conducting the defense of such actionterms relating to Infringement Claims under Article X, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party Article X shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6control.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, Each Party shall promptly notify the indemnifying party other Party in writing of any Claim. Concurrent with the commencement thereof provision of notice pursuant to this section, the indemnified Party shall provide to the other Party copies of any complaint, summons, praecipe, subpoena or other court filings or correspondence related to such Claim and generally summarize will give such actionother information with respect thereto as the other Party shall reasonably request. The indemnifying party Party and indemnified Party shall meet to discuss how to respond to such Claim. Failure to provide prompt notice shall not relieve any Party of the duty to defend or indemnify except to the extent such failure materially prejudices the defense of any matter. Each Party agrees that it will take reasonable steps to minimize the burdens of the litigation on witnesses and on the ongoing business of the indemnified Parties, including making reasonable accommodations to witnesses’ schedules when possible and seeking appropriate protective orders limiting the duration and/or location of depositions. The indemnified Party shall have the right to participate participate, at its own expense and with counsel of its choice, in and to assume the defense of such claimany Claim or suit that has been assumed by the indemnifying Party; provided, provided however, that the indemnifying party Party shall be entitled have no obligations with respect to select counsel for any Losses resulting from the defense indemnified Party’s settlement of such claim with Claim without the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position prior written consent of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6Party.

Indemnification Procedure. Promptly after receipt If any Claim covered by an Article 13 is brought: 13.3.1 the indemnified party under this Section 3.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, Party shall promptly notify the indemnifying party Party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; Claim, provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party Party of any of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure or delay; 13.3.2 the indemnifying Party shall be entitled to select counsel for assume, at its cost and expense, the sole defense of such claim Claim through counsel selected by the indemnifying Party and reasonably acceptable to the other Party, except that those indemnified may at their option and expense select and be represented by separate counsel; 13.3.3 the indemnifying Party shall maintain control of such defense and/or the settlement of such Claim; 13.3.4 the indemnified Party may, at its option and expense, participate in such defense, and if it so participates, the indemnifying Party and the indemnified Party shall cooperate with one another in such defense; 13.3.5 the approval indemnifying Party will have authority to consent to the entry of any parties entitled settlement or otherwise to indemnificationdispose of such Claim (provided and only to the extent that an indemnified Party does not have to admit liability and such judgment does not involve equitable relief), which approval shall and an indemnified Party may not be unreasonably withheld; provided furtherconsent to the entry of any judgment, however, that if either party reasonably determines that there may be a conflict between enter into any settlement or otherwise to dispose of such Claim without the position prior written consent of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel Party (not to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.unreasonably withheld or delayed); and

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 7 of notice of the commencement of any action, such the indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.67, notify the indemnifying party in writing of the commencement thereof and generally summarize such the action. The indemnifying party shall have the right to participate in and to assume the defense of such that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Shareholders in conducting the defense of such the action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.67, then counsel for such that party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest interests of such that party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such the action, shall relieve such the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.67, but the omission so to notify the indemnifying party will shall not relieve such the party of any liability that such the party may have to any indemnified party otherwise other than under this Section 3.67.

Indemnification Procedure. Promptly after receipt by an Any indemnified party wishing to claim indemnification under this Section 3.6 of notice of the commencement 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify ITEQ thereof, but the failure to so notify shall not relieve ITEQ of any liability or obligation it may have to such indemnified party willexcept, if a claim in respect thereof is and only to be made against an indemnifying party under this Section 3.6the extent, notify that such failure materially prejudices ITEQ. In the indemnifying party in writing event of any such claim, action, suit, proceeding or investigation (whether arising before, at or after the commencement thereof and generally summarize such action. The indemnifying party Effective Date), ITEQ shall have the right to participate in and to assume the defense thereof and ITEQ shall not be liable to such indemnified parties for any legal expenses of other counsel or any other expenses subsequently incurred by such claim; providedindemnified parties in connection with the defense thereof, howeverexcept that if ITEQ elects not to assume such defense, that the indemnifying party shall be entitled to select or counsel for the defense indemnified parties advises that there are bona fide issues that raise conflicts of interest between ITEQ and indemnified party, the indemnified parties may retain counsel satisfactory to them, and ITEQ shall pay all reasonable fees and expenses of such claim counsel for the indemnified party promptly as statements therefor are received. If such indemnity is not available with the approval of respect to any parties entitled to indemnificationindemnified party, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party then ITEQ and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense contribute to the extent reasonably determined by amount payable in such counsel proportion as is appropriate to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6reflect relative faults and benefits.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 SECTION 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6SECTION 7, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6SECTION 7, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6SECTION 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 other than under this Section 3.6SECTION 7.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.62(f), notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled action and to select counsel for the defense of such claim action with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided furtherprovided, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding action by reason of recognized claims for indemnity under this Section 3.62(f), then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.62(f).

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 7 of notice of the commencement of any action, such the indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.67, notify the indemnifying party in writing of the commencement thereof and generally summarize such the action. The indemnifying party shall have the right to participate in and to assume the defense of such that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided provided, further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such the action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.67, then counsel for such that party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest interests of such that party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such the action, shall relieve such the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.67, but the omission so to notify the indemnifying party will shall not relieve such the party of any liability that such the party may have to any indemnified party otherwise other than under this Section 3.67.

Indemnification Procedure. Promptly after receipt by an (a) Except as otherwise provided in any Ancillary Agreement, a Person that is entitled to be indemnified party under this Section 3.6 of notice of Agreement or any Ancillary Agreement (the commencement “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing (such written notice, an “Indemnification Certificate”) of any actionpending or threatened claim, demand or circumstance for which the Indemnified Party has determined to seek indemnification under this Agreement or any Ancillary Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such indemnified party willclaim being a “Third Party Claim”), if a claim describing in reasonable detail the facts and circumstances with respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense subject matter of such claim, demand or circumstance; provided, however, that the indemnifying party shall be entitled failure to select counsel for the defense of provide such claim with the approval of any parties entitled to indemnification, which approval Indemnification Certificate shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between release the position Indemnifying Party from any of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity its obligations under this Section 3.6, then counsel for such party shall be entitled to conduct the defense Article IX except to the extent reasonably determined the Indemnifying Party is actually and prejudiced by such counsel to failure. Notwithstanding the foregoing, no Indemnification Certificate or other notices for claims in respect of a breach of a representation, warranty, covenant or agreement shall be necessary to protect delivered (and no such claim should be made or brought) after the interest of such party. The failure to notify an indemnifying party promptly of the commencement expiration of any applicable survival period specified in Section 9.3(a) for such actionrepresentation, if prejudicial to the ability of the indemnifying party to defend such actionwarranty, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6covenant or agreement.

Indemnification Procedure. Promptly after receipt by ------------------------- an indemnified party under this Section 3.6 7.11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, 7.11 notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, 7.11 then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 7.11 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 other than under this Section 3.67.11.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 8 of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.68, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.68, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.68, but the omission so to notify the indemnifying party will shall not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 3.68.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 1.10 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.61.10, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided provided, further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.61.10, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.61.10, 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 other than under this Section 3.61.10.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 13 of notice of the commencement of any action, such the indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.613, notify the indemnifying party in writing of the commencement thereof and generally summarize such the action. The indemnifying party shall have the right to participate in and to assume the defense of such that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such the action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.613, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest interests of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such the action, shall relieve such the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.613, but the omission so to notify the indemnifying party will shall not relieve such the party of any liability that such the party may otherwise have to any indemnified party otherwise other than under this Section 3.613.

Indemnification Procedure. Promptly after receipt (a) Each Party shall promptly notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 12, it being understood and agreed, however, that the failure by an indemnified party Indemnified Party to give prompt notice of such a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Section 3.6 Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of notice such failure to give prompt notice. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 12, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such Indemnification Claim Notice. The Indemnifying Party shall assume direction and control of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing defense of the commencement thereof and generally summarize such action. The indemnifying party shall have claim that is the subject of the Indemnification Claim Notice (including the right to participate settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 2.8 of notice of the commencement of any action, such the indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.62.8, notify the indemnifying party in writing of the commencement thereof and generally summarize such the action. The indemnifying party shall will have the right to participate in and to assume the defense of such that claim; provided, however, that the indemnifying party shall will be entitled to select counsel for the defense of such the claim with the approval of any parties entitled to indemnification, which approval shall will not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investor in conducting the defense of such action, suit or proceeding the Proceeding by reason of recognized claims for indemnity under this Section 3.62.8, then the party who did not select counsel for such party shall pursuant to the above provisions will be entitled to conduct select its own separate counsel to participate, but not control the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such partyclaim(s), and the indemnifying party agrees to cooperate in good faith with such separate counsel and take into account in good faith the input of such separate counsel in light of such conflicts. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such the action, shall will relieve such the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.62.8, but the omission so to notify the indemnifying party will not relieve such the party of any liability that such the party may have to any indemnified party otherwise other than under this Section 3.62.8.

Indemnification Procedure. Promptly after receipt by an indemnified Each party entitled to indemnification under this Section 3.6 of 7.11 (the "Indemnified Party") shall give notice of to the commencement party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify and shall permit the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and Indemnifying Party to assume the defense of any such claim; providedclaim or any litigation resulting thereon, however, provided that the indemnifying party Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7.11 except to the extent such failure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be entitled to select counsel for the reasonably required in connection with defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6litigation resulting therefrom.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of In the commencement event of any actionsuch claim against any Ono Indemnitee or Repare Indemnitee (individually, such an “Indemnitee”), the indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, Party shall promptly notify the indemnifying party other Party in writing of the commencement thereof claim and generally summarize the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such actionaction or proceeding. 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 Sections 13.1 (General Indemnification by Ono), 13.2 (General Indemnification by Repare) or 13.3 (Product Liability) may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to participate be represented in and to assume the defense of any such claim; providedaction or proceeding by separate counsel at their expense, however, provided that the indemnifying party Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to select counsel indemnification from the indemnifying Party for the defense of such claim with the approval of any parties entitled matters to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and Party notified the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve such party of any liability Indemnitees that such party exception(s) may have to any indemnified party otherwise other than under this Section 3.6apply.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 1.7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.61.7, notify the indemnifying party in writing of the commencement thereof and and, to the extent reasonably possible, generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided provided, further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party APS and the indemnified party a Holder in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.61.7, then counsel for such party shall be entitled to conduct conduct, or participate in, the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party and the costs of such counsel shall be borne by the indemnifying party. The failure to notify an 10 indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.61.7, 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 other than under this Section 3.61.7.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 4.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.64.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.64.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.64.6, 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 other than under this Section 3.64.6.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of (a) In the commencement of event any actionclaim is made, such indemnified party willor any suit or action is commenced, if a claim against any Person in respect thereof of which indemnification may be sought by such Person under Section 9.1 or 9.2 (the "Indemnified Party"), the Indemnified Party shall promptly give the party against whom indemnification is to be made against an indemnifying party under this Section 3.6sought (the "Indemnifying Party") written notice thereof, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party failure to give such notice shall be entitled not relieve the Indemnifying Party of its obligations hereunder, except to select counsel for the defense extent the Indemnifying Party is prejudiced thereby. Such notice shall summarize the basis of such claim with in reasonable detail, the approval amount of any parties entitled such claim and the relevant facts and circumstances relating thereto. Within 20 days after receiving such notice, the Indemnifying Party shall give written notice to indemnificationthe Indemnified Party stating whether it disputes its obligation to provide indemnification hereunder or the validity or amount of such claim and whether it will defend against such claim. If the Indemnifying Party provides notice that it disputes its obligation to provide indemnification hereunder, which approval such claim shall not be unreasonably withheld; provided furthersubject to indemnification hereunder unless and until the Indemnified Party obtains a final, however, non-appealable judicial determination that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be it is entitled to conduct indemnification hereunder by the defense Indemnifying Party with respect to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6claim.

Indemnification Procedure. Promptly after receipt by 15.2.1 A Party believing that it or its Indemnitees are entitled to indemnification under Section 15.1 (an indemnified party under this Section 3.6 of notice “Indemnified Party”) shall give prompt written notification to the other Party (the “Indemnifying Party”) of the commencement of any action, such indemnified party willClaim for which indemnification may be sought or, if earlier, upon the assertion of any such Claim by a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof Third Party (it being understood and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; providedagreed, however, that the indemnifying party failure by an Indemnified Party to give notice of a Claim as provided in this Section 15.2 shall be entitled not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to select counsel for the extent that such Indemnifying Party is actually materially prejudiced as a result of such failure to give notice). Subject to any written agreement by the Parties to the contrary, within [*] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such claim Claim with counsel reasonably satisfactory to the approval of any parties Indemnified Party. If a Party believes that a Claim presented to it for indemnification is one as to which the Party seeking indemnification is not entitled to indemnificationindemnification under Section 15.1, which approval it shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6Party seeking indemnification.

Indemnification Procedure. Promptly after receipt Any party entitled to indemnification under this Article VIII (an "indemnified party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article VIII except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an indemnified party under this Section 3.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof of which indemnification is to be made against an indemnifying party under this Section 3.6sought hereunder, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for participate in and, unless in the defense reasonable judgment of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either indemnified party reasonably determines that there may be a conflict of interest between the position of it and the indemnifying party and the indemnified party in conducting the defense may exist with respect of such action, suit proceeding or proceeding by reason of recognized claims for indemnity under this Section 3.6claim, then counsel for such party shall be entitled to conduct assume the defense thereof with counsel reasonably satisfactory to the extent reasonably determined by such counsel to be necessary to protect the interest of such indemnified party. The failure to notify an indemnifying party promptly of In the commencement of any such action, if prejudicial to the ability of event that the indemnifying party advises an indemnified party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to defend notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, shall relieve such indemnifying party, to the extent so prejudiced, of proceeding or claim (or discontinues its defense at any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.time after it

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 7.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.67.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.67.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party party, to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 7.6 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 other than under this Section 3.67.6.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.66, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim, jointly with any other indemnifying party similarly noticed; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.66, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to of defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.66, 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 other than under this Section 3.66.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.68, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.68, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.68, 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 other than under this Section 3.68.

Indemnification Procedure. (a) Promptly after receipt by an indemnified a party under this Section 3.6 entitled to indemnification hereunder (the “Indemnified Party”) of written notice of the commencement institution of any actionlegal proceeding, such indemnified or of any claim or demand, asserted by a third party will, if (a “Third Party Claim”) against the Indemnified Party with respect to which a claim in respect thereof for indemnification is to be made against an indemnifying pursuant to Section 9.1 or 9.2 herein, the Indemnified Party shall give written notice to the other party under this Section 3.6, notify (the indemnifying party in writing “Indemnifying Party”) of the commencement thereof and generally summarize such actionThird Party Claim. The indemnifying party Indemnifying Party shall have the right be entitled to participate in and to assume the defense of such claim; providedThird Party Claim with counsel reasonably satisfactory to the Indemnified Party, howeverand after notice from the Indemnifying Party to such Indemnified Party of such assumption of defense, and, provided that the indemnifying party shall be entitled Indemnifying Party continues to select counsel for diligently pursue such defense, the defense of such claim with the approval of any parties entitled to indemnification, which approval Indemnifying Party shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between liable to such Indemnified Party for any legal or other expenses subsequently incurred by the position latter in connection with the defense thereof. No Indemnifying Party will enter into any settlement with respect to such Third Party Claim without the prior written consent of the indemnifying party Indemnified Party unless such settlement (a) requires solely the payment of money damages by the Indemnifying Party and (b) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party and the indemnified party persons for whom the Indemnified Party is acting or who are acting on behalf of the Indemnified Party from all liability in conducting respect of the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense giving rise to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6Third Party Claim.

Indemnification Procedure. Promptly after receipt by an indemnified (a) With respect to any claim made against a party entitled to indemnification under this Article VI ("INDEMNIFIED PARTY" for the purpose of this Section 3.6 6.4), such Indemnified Party shall have notified the person obligated to provide indemnification under this Article VI ("INDEMNIFYING PARTY" for the purpose of notice this Section 6.4) in writing within a reasonable time after the summons or other first legal process giving information of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing nature of the commencement thereof and generally summarize claim shall have been served upon such action. The indemnifying Indemnified Party (or after such party shall have received notice of such service on any designated agent), but failure to notify the right Indemnifying Party of any such claim shall not relieve the Indemnifying Party from any liability which it may have to participate the Indemnified Party against whom such action is brought. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in and 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 such claim; provided, however, that the indemnifying party shall be entitled Indemnifying Party's election to select counsel for assume the defense of such claim with thereof, the approval Indemnified Party shall bear the fees and expenses of any parties entitled to indemnificationadditional counsel retained by the Indemnified Party, which approval shall and the Indemnifying Party will not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of liable to such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve Agreement for any legal or other expenses subsequently incurred by such party of any liability that such party may have to any indemnified party otherwise independently in connection with the defense thereof other than under this Section 3.6.reasonable costs of investigation, unless:

Indemnification Procedure. Promptly after receipt by an indemnified party (a) Any person obligated to provide indemnification under this Article VI ("INDEMNIFYING PARTY" for the purpose of this Section 3.6 6.3) shall not be liable under the indemnification provisions of notice this Article VI with respect to any claim made against a party entitled to indemnification under this Article VI ("INDEMNIFIED PARTY" for the purpose of this Section 6.3) 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 commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing nature of the commencement thereof and generally summarize claim shall have been served upon such action. The indemnifying Indemnified Party (or after such party shall have received notice of such service on any designated agent), but failure to notify the right Indemnifying Party of any such claim shall not relieve the Indemnifying Party from any liability which it may have to participate the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in and 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 such claim; provided, however, that the indemnifying party shall be entitled Indemnifying Party's election to select counsel for assume the defense of such claim with thereof, the approval Indemnified Party shall bear the fees and expenses of any parties entitled to indemnificationadditional counsel retained by the Indemnified Party, which approval shall and the Indemnifying Party will not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of liable to such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve Agreement for any legal or other expenses subsequently incurred by such party of any liability that such party may have to any indemnified party otherwise independently in connection with the defense thereof other than under this Section 3.6.reasonable costs of investigation, unless:

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.611, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a material conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.611, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.611, 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 other than under this Section 3.611.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.66, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim, jointly with any other indemnifying party similarly noticed; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.66, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.66, 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 other than under this Section 3.66.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against an any indemnifying party under this Section 3.62.7, notify deliver to the indemnifying party in writing a written notice of the commencement thereof and generally summarize such action. The the indemnifying party shall have the right to participate in and in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of such claimthereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party shall would be entitled inappropriate due to select counsel for the defense of actual or potential differing interests between such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying indemnified party and the indemnified any other party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined represented by such counsel to be necessary to protect the interest of in such partyproceeding. The failure to notify an deliver written notice to the indemnifying party promptly within a reasonable time of the commencement of any such action, if materially prejudicial to the its ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, party of any liability to the indemnified party under this Section 3.62.7, but the omission so to notify deliver written notice to the indemnifying party will not relieve such party it of any liability that such party it may have to any indemnified party otherwise other than under this Section 3.62.7.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.67, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.67, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.67, 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 other than under this Section 3.67.

Indemnification Procedure. Promptly after receipt by an indemnified (a) With respect to any claim made against a party entitled to indemnification under this Article VI (“Indemnified Party” for the purpose of this Section 3.6 6.4) such Indemnified Party shall have notified the person obligated to provide indemnification under this Article VI (“Indemnifying Party” for the purpose of notice this Section 6.4) in writing within a reasonable time after the summons or other first legal process giving information of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing nature of the commencement thereof and generally summarize claim shall have been served upon such action. The indemnifying Indemnified Party (or after such party shall have received notice of such service on any designated agent), but failure to notify the right Indemnifying Party of any such claim shall not relieve the Indemnifying Party from any liability which it may have to participate the Indemnified Party against whom such action is brought. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in and 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 such claim; provided, however, that the indemnifying party shall be entitled Indemnifying Party’s election to select counsel for assume the defense of such claim with thereof, the approval Indemnified Party shall bear the fees and expenses of any parties entitled to indemnificationadditional counsel retained by the Indemnified Party, which approval shall and the Indemnifying Party will not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of liable to such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve Agreement for any legal or other expenses subsequently incurred by such party of any liability that such party may have to any indemnified party otherwise independently in connection with the defense thereof other than under this Section 3.6.reasonable costs of investigation, unless:

Indemnification Procedure. Promptly after receipt by an indemnified Any party seeking indemnification under this Section 3.6 of Agreement (the “Indemnified Party”) will give prompt written notice of to the commencement party or parties against whom indemnity is sought (the “Indemnifying Party”) of any actionIndemnified Losses which it discovers or of which it receives notice after the Closing, such indemnified party willstating the nature, basis (including the section of this Agreement that has been or will be breached, if any, and the facts giving rise to the claim that a claim in respect thereof is breach has or will occur), and (to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claimextent known) amount thereof; provided, however, that no delay on the indemnifying party part of Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced by such delay. Notwithstanding any provision hereof to the contrary, no claim may be entitled to select counsel for the defense of made or lawsuit or other proceeding initiated seeking indemnification under this Article 7 unless a written notice describing such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position in reasonable detail in light of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, circumstances then counsel for such party shall be entitled to conduct the defense known to the extent reasonably determined by such counsel Indemnified Party, is provided to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly Indemnifying Party prior to: (i) the expiration of the commencement of any such action, if prejudicial applicable survival period specified in Section 7.2 with respect to the ability representations and warranties contained herein; or (ii) the expiration of a period of eighteen (18) months after the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have Closing with respect to any indemnified party otherwise other than under this Section 3.6claim for indemnification.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of the commencement of any actionaction involving a claim referred to in the preceding paragraphs of this Section 10, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6party, notify give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right will be entitled to participate in 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 such indemnified party, and after notice from the indemnifying party to such indemnified party of such claimits election to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if such indemnified party shall have reasonably concluded that representation of such indemnified party or parties by the counsel retained by the indemnifying party shall or parties would be entitled inappropriate due to select counsel for the defense of actual or potential differing interests between such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such parties and any other party shall be entitled to conduct the defense to the extent reasonably determined represented by such counsel to be necessary to protect the interest of in such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6proceeding.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 13 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.613, notify the indemnifying party in writing of the commencement thereof and generally genially summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit suit, or proceeding by reason of recognized (such conflict being related to claims for indemnity under this Section 3.613), then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.613, 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 other than under this Section 3.613.

Indemnification Procedure. Promptly after receipt by an indemnified Each party entitled to indemnification under this Section 3.6 of 4.3 (the "INDEMNIFIED PARTY") shall give notice of to the commencement party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify and shall permit the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and Indemnifying Party to assume the defense of any such claim; providedclaim or any litigation resulting thereon, however, PROVIDED that the indemnifying party Indemnified Party may participate in such defense at its own expense, and PROVIDED FURTHER that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 4.3 except to the extent such failure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be entitled to select counsel for the reasonably required in connection with defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6litigation resulting therefrom.

Indemnification Procedure. Promptly after receipt by an indemnified a party under with a right of indemnification pursuant to this Section 3.6 11.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.611.2, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled action and to select counsel for the defense of such claim action with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided furtherprovided, however, that the indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if either representation of such indemnified party reasonably determines that there may be a conflict between by the position of counsel retained by the indemnifying party and the would be inappropriate due to actual or potential differing interests between 76. such indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such and any other party shall be entitled to conduct the defense to the extent reasonably determined represented by such counsel to be necessary to protect the interest of in such partyproceeding. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.611.2.

Indemnification Procedure. a. Promptly after receipt by an indemnified party under this Section 3.6 Sections 6 and 7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against an any indemnifying party under this Section 3.6party, notify deliver to the indemnifying party in writing a written notice of the commencement thereof and generally summarize such action. The the indemnifying party shall have the right to participate in and in, and, to assume the defense of such claim; provided, however, that extent the indemnifying party shall be entitled so desires, jointly with any other indemnifying party similarly noticed, to select counsel for assume and control the defense thereof with counsel mutually satisfactory to the indemnified and indemnifying parties, provided that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such claim with indemnified party by the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of counsel retained by the indemnifying party and the indemnified party in conducting the defense of such action, suit would be inappropriate due to actual or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent potential differing interests (as reasonably determined by either party) between such indemnified party and any other party represented by such counsel to be necessary to protect the interest of in such partyproceeding. The failure to notify an deliver written notice to the indemnifying party promptly within a reasonable time of the commencement of any such action, if prejudicial to the its ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, party of any liability to the indemnified party under this Section 3.6Sections 6 or 7, respectively, to the extent of such prejudice, but the omission failure to so deliver written notice to notify the indemnifying party will not relieve such party it of any liability that such party it may have to any indemnified party otherwise other than under this Section 3.6Sections 6 or 7, respectively.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.66, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, indemnification which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.66, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, . of any liability to the indemnified party under this Section 3.66, 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 other than under this Section 3.66.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, Each Party shall promptly notify the indemnifying party other Party in writing of any Claim. Concurrent with the commencement thereof provision of notice pursuant to this Section 10.4, the indemnified party shall provide to the other Party copies of any complaint, summons, subpoena or other court filings or correspondence related to such Claim and generally summarize will give such actionother information with respect thereto as the other Party shall reasonably request. The indemnifying party and indemnified party shall have meet to discuss how to respond to such Claim. Failure to provide prompt notice shall not relieve any Party of the right duty to participate in and to assume defend or indemnify unless such failure materially prejudices the defense of such claim; provided, however, any matter. Each Party agrees that it will take reasonable steps to minimize the burdens of the litigation on witnesses and on the ongoing business of the indemnified parties including making reasonable accommodations to witnesses’ schedules when possible and seeking appropriate protective orders limiting the duration and/or location of depositions. The assumption of the defense of a Claim by the indemnifying party shall not be construed as an acknowledgement that the indemnifying party is liable to indemnify any indemnified party in respect of the Third Party Claim, nor shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be it constitute a conflict between the position of waiver by the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party defenses it may have to assert against any indemnified party otherwise other than under this Section 3.6party’s claim for indemnification.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of XXXXXXX or EAU, as the commencement case may be, shall notify the Party against whom indemnification is sought promptly of any action, such indemnified claim by any third party will, if a claim coming to its attention which may result in respect thereof is to be made against an indemnifying party under this Section 3.6, notify any liability hereunder on the indemnifying party in writing of the commencement thereof and generally summarize such actionother’s part. The indemnifying party Party shall have the right be entitled at its own expense to participate in and to assume conduct the defense of any such claim; provided, however, that the indemnifying third party shall be entitled to select counsel for the defense of such claim with counsel of its own choosing, subject to approval by the approval of any parties entitled to indemnification, which party seeking indemnification (whose approval shall not be unreasonably withheld; provided further), however, that if either party reasonably determines that there may be a conflict between but the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party Party seeking indemnification shall be entitled to conduct participate in such defense with counsel of its own choosing and at its own expense, provided that control of the defense will remain with counsel for the indemnifying Party if the indemnifying Party has acknowledged unequivocally in writing its obligation to indemnify the other in regard to the claims to be defended against. Failure to give notice as provided herein shall not relieve the indemnifying Party of its obligations hereunder, except to the extent reasonably determined that the defense of any claim is prejudiced by such counsel failure to be necessary to protect the interest of such partygive notice. The failure indemnifying Party shall have the right to notify compromise or settle for money damages only any claim giving rise to an indemnifying party promptly of the commencement of obligation for indemnification hereunder; any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to claim compromised or settled by the indemnified party under this Section 3.6, but the omission so Party shall not be subject to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 3.6indemnification hereunder.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.67, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either an indemnified party reasonably determines that there (together with all other indemnified parties which may be a represented without conflict between by one counsel) shall have the position right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party and the would be inappropriate due to actual or potential differing interests between such indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such and any other party shall be entitled to conduct the defense to the extent reasonably determined represented by such counsel to be necessary to protect the interest of in such partyproceeding. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.67, 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 other than under this Section 3.67.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 13 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.613, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.613, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.613, 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 other than under this Section 3.613.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.611, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.611, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such partyparty and the fees and expenses of counsel for such party shall be paid by the Company. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.611, 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 other than under this Section 3.611.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 4.1.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.64.1.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party BSI and the indemnified party Intergraph in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.64.1.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.64.1.6, 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 other than under this Section 3.64.1.6.

Indemnification Procedure. Promptly after receipt by an indemnified party (a) Any person obligated to provide indemnification under this Article VI ("INDEMNIFYING PARTY" for the purpose of this Section 3.6 6.4) shall not be liable under the indemnification provisions of notice this Article VI with respect to any claim made against a party entitled to indemnification under this Article VI ("INDEMNIFIED PARTY" for the purpose of this Section 6.4) 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 commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing nature of the commencement thereof and generally summarize claim shall have been served upon such action. The indemnifying Indemnified Party (or after such party shall have received notice of such service on any designated agent), but failure to notify the right Indemnifying Party of any such claim shall not relieve the Indemnifying Party 12 from any liability which it may have to participate the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in and 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 such claim; provided, however, that the indemnifying party shall be entitled Indemnifying Party's election to select counsel for assume the defense of such claim with thereof, the approval Indemnified Party shall bear the fees and expenses of any parties entitled to indemnificationadditional counsel retained by the Indemnified Party, which approval shall and the Indemnifying Party will not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of liable to such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve Agreement for any legal or other expenses subsequently incurred by such party of any liability that such party may have to any indemnified party otherwise independently in connection with the defense thereof other than under this Section 3.6.reasonable costs of investigation, unless:

Indemnification Procedure. Promptly Except as set forth to the contrary in Section 40.4 and 40.5, any right to indemnification is conditioned on: (1) prompt Notice of the claim after receipt the party to be indemnified becomes aware of the claim (in a time frame that does not prejudice the defense of the claim); (2) reasonable information and assistance by an the indemnified party under this Section 3.6 of notice as required to settle, defend, or bring a counter suit in conjunction with any claim, but at the expense of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify party; and (3) the indemnifying party in writing retaining sole authority to defend or settle the claim, provided that the indemnified party's cooperation is without waiver of that party's (including the commencement thereof and generally summarize such actionCorporations') attorney-client, work product, or other legal privilege. The indemnifying party shall have provide the right indemnified party with periodic updates as to participate the status of any claim, provided that any such updates shall be Confidential Information under this Agreement and that the indemnifiying party shall not be obligated to privide any information in and any fashion that could violate, destroy or threaten the subsequent assertion of any privilege otherwise available to assume the defense of indemnifying party or any third party in connection with such claim; provided. Notwithstanding the foregoing, however, the failure of an indemnified party to undertake any of the foregoing actions shall not relieve the indemnifying party of its indemnity obligation except to the extent that the indemnifying party shall be entitled party's ability to select counsel for the defense fulfill such obligation has been materially prejudiced thereby. The provisions of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party 42 shall be entitled apply to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such partyboth Claims arising under Section 40 as well as claims arising under Section 41. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.43. ***** *

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 13 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.613, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.613, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.613, 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 other than under this Section 3.613.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 13 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.613, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense .defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.613, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.613, 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 other than under this Section 3.613.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.66, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim, jointly with any other indemnifying party similarly noticed; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Parent and the indemnified party Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.66, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.66, 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 other than under this Section 3.66.

Indemnification Procedure. Promptly If a Party is seeking indemnification under Section 6.5.1 or 6.5.2, (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the claim giving rise to the obligation to indemnify pursuant to Section 6.5.1 or 6.5.2, as applicable as soon as reasonably practicable after receipt by an indemnified party under this Section 3.6 of receiving notice of the commencement of claim (provided, however, any actiondelay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnified Party’s rights to indemnification under Section 6.5.1 or 6.5.2, as applicable except to the extent that such indemnified party will, if a claim in respect thereof is delay or failure materially prejudices the Indemnifying Party’s ability to be made defend against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such actionrelevant claims). The indemnifying party Indemnifying Party shall have the right to participate in and to assume the defense of any such claim; providedclaim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, howeverand at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, that the indemnifying party shall be entitled to select at its own expense and with counsel for of its choice, in the defense of such any claim with or suit that has been assumed by the approval of Indemnifying Party. Neither Party shall settle any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between claim without the position prior written consent of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.#30715v324 Confidential

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.611, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim, jointly with any other indemnifying party similarly noticed; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.611, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.indemnifying

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 SECTION 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6SECTION 7, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6SECTION 7, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.any

Indemnification Procedure. Promptly after receipt by an indemnified party upon the discovery of facts giving rise to a claim for indemnity under this Section 3.6 Article 7 or the receipt of notice of any Claim, judicial or otherwise, with respect to any matter as to which indemnification may be claimed under this Article 7, the commencement of any action, such indemnified party will, if a claim in respect shall give written notice thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing together with such information respecting such matter as the indemnified party shall then have; provided, however, that the failure of the commencement thereof and generally summarize such actionindemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations, to the extent the indemnifying party is not materially prejudiced thereby. The If indemnification is sought with respect to a third-party (i.e., one who is not a party to this Agreement) Claim asserted or brought against an indemnified party, the indemnifying party shall have the right be entitled to participate in 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 such indemnified party. After such notice from the indemnifying party to such indemnified party of its election to so assume the defense of such claim; provideda third-party Claim, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.not

Indemnification Procedure. Promptly after receipt by An indemnifying party shall not be liable under this Section 7 with respect to any claim made against an indemnified party under this Section 3.6 of notice of the commencement of any action, unless such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party shall be notified in writing of the commencement thereof and generally summarize nature of the claim within a reasonable time after the assertion thereof, but failure so to notify such action. The indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this Section 8. If a claim is made against an indemnified party and it notifies the indemnifying party as herein provided, then the indemnifying party, subject to the provisions set forth herein, shall be entitled to participate at its own expense in the defense thereof or, if it so elects within a reasonable time after receipt of such notice, to assume the defense thereof, which defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party defendant or defendants in any suit so brought. The indemnified party will have the right to participate employ its own counsel in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to but the ability fees, expenses, and other charges of such counsel will be at the indemnifying expense of such indemnified party to defend such action, shall relieve such indemnifying party, to unless (a) the extent so prejudiced, employment of any liability to counsel by the indemnified party under this Section 3.6, 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 other than under this Section 3.6.has been

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 (a) In the event that any Indemnified Party receives notice of notice the assertion of any claim or of the commencement of any actionProceeding by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) against such Indemnified Party, such indemnified party will, if a claim in with respect thereof is to which the Indemnifying Securityholders are or may be made against an indemnifying party required to provide indemnification under this Section 3.6Agreement, the Indemnified Party shall give written notice regarding such Third Party Claim to the Indemnifying Securityholders within 20 days after learning of such Third Party Claim, provided that the failure to so notify the indemnifying party in writing Indemnifying Securityholders shall not relieve the Indemnifying Securityholders of their obligations under this Article IX except to the commencement thereof extent (and generally summarize such action. The indemnifying party shall have only to the right to participate in and to assume the defense of such claim; provided, however, extent) that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding Indemnifying Securityholders incur greater costs by reason of recognized claims for indemnity under this Section 3.6such failure, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party and will not relieve such party of Indemnifying Securityholders from any liability other obligation that such party it may have to any indemnified party otherwise an Indemnified Party other than under this Section 3.6Article IX. For purposes of this Article IX, (i) any references to the Indemnifying Securityholders (except provisions relating to an obligation to make payments) shall be deemed to refer to the Shareholders’ Representative (on behalf of the Indemnifying Securityholders), and (ii) any references to the Indemnified Party shall be deemed to refer, if the context so applies or if the Parent so elects, to the Parent on behalf of the applicable Indemnified Party.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 5.8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.65.8, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Stockholders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.65.8, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party at the expense of the indemnifying party. The Company shall not be required to pay the costs of more than one counsel for the Stockholders pursuant to this Section. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.65.8, 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 other than under this Section 3.65.8.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 (a) In the event that any Indemnified Party receives notice of notice the assertion of any claim or of the commencement of any actionProceeding by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) against such Indemnified Party, such indemnified party will, if a claim in with respect thereof is to which the Indemnifying Securityholders are or may be made against an indemnifying party required to provide indemnification under this Section 3.6Agreement, notify the indemnifying party in writing of Indemnified Party shall give written notice regarding such Third Party Claim to the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense Indemnifying Securityholder within 20 days after learning of such claim; providedThird Party Claim, however, provided that the indemnifying party shall be entitled failure to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval so notify an Indemnifying Securityholder shall not be unreasonably withheld; provided further, however, relieve the Indemnifying Securityholder of its obligations under this Article IX except to the extent (and only to the extent) that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding Indemnifying Securityholder incurs greater costs by reason of recognized claims for indemnity under this Section 3.6such failure, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party and will not relieve such party of Indemnifying Securityholder from any liability other obligation that such party it may have to any indemnified party otherwise an Indemnified Party other than under this Section 3.6Article IX. For purposes of this Article IX, (i) any references to the Indemnifying Securityholder (except provisions relating to liability or an obligation to make payments) shall be deemed to refer to the Stockholders’ Representative (on behalf of the Indemnifying Securityholders), and (ii) any references to the Indemnified Party shall be deemed to refer, if the context so applies or if Parent so elects, to Parent on behalf of the applicable Indemnified Party.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 13 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.613, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.613, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.613, but the omission to so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 3.613.

Indemnification Procedure. Promptly after receipt by an ------------------------- indemnified party under this Section 3.6 10 of notice of the commencement of any action, such indemnified party will, xxxxx if a claim in respect thereof is to be made against an indemnifying party under this Section 3.610, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position positions of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.610, then counsel for such party shall be entitled to separate counsel to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest interests of such party at the expense of the indemnifying party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.610, 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 other than under this Section 3.610.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 13 of notice of the commencement of any action, such the indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.613, notify the indemnifying party in writing writing, of the commencement thereof and generally summarize such the action. The indemnifying party shall have the right to participate in and to assume the defense of such that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Shareholders in conducting the defense of such the action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.6proceeding, then counsel for such that party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest interests of such that party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such the action, shall relieve such the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.613, but the omission so to notify the indemnifying party will shall not relieve such the party of any liability that such the party may have to any indemnified party otherwise other than under this Section 3.613.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 12 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.612, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheldwithheld or delayed; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.612, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.612, 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 other than under this Section 3.612.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.68, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnified and indemnifying party and the indemnified party parties in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.68, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.68, 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 other than under this Section 3.68.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 12 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.612, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; providedPROVIDED, howeverHOWEVER, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided furtherPROVIDED, howeverFURTHER, HOWEVER, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.612, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.612, 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 other than under this Section 3.612.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 2.9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.62.9, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim, jointly with any other indemnifying party similarly noticed; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.62.9, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.62.9, 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 other than under this Section 3.62.9.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if materially prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so materially prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6.

Indemnification Procedure. Promptly after receipt by an ------------------------- indemnified party under this Section 3.6 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.68, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there -------- may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.68, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.68, 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 other than under this Section 3.68.

Indemnification Procedure. Promptly after receipt by an a party indemnified party under this pursuant to the provisions of Section 3.6 7.1 or Section 7.2 of notice of the commencement of any actionaction involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim in respect thereof therefor is to be made against an the indemnifying party under this pursuant to Section 3.67.1 or Section 7.2, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claimthereof; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, but the omission so to notify the indemnifying party will not relieve such party of it from any liability that such party which it may have to any an indemnified party otherwise other than under this Section 3.6.7 and shall not relieve the indemnifying party from liability under this Section 7 unless such indemnifying party is prejudiced by such omission. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying 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 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 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

Indemnification Procedure. Promptly If any party hereto discovers or otherwise becomes aware of one or more indemnification claims in excess of $230,000 arising under Sections 4.1 and 4.2 of this Agreement or under the Rowlxxx Xxxeement, such indemnified party shall give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement or under the Rowlxxx Xxxeement; provided, however, that the failure of any indemnified party to give notice as provided herein shall 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 under this Section 3.6 hereunder of written notice of the commencement of any actionaction or proceeding with respect to which a claim for indemnification may be made pursuant to Sections 4.1 and 4.2 hereof, such indemnified party willshall, if a claim in respect thereof is to be made against an any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party under this Section 3.6, notify to give notice as provided herein shall not relieve the indemnifying party in writing of any obligations hereunder, to the commencement thereof and generally summarize extent the indemnifying party is not materially prejudiced thereby. In case any such action. The action is brought against an indemnified party, the indemnifying party shall have the right be entitled to participate in and to assume the defense of such claim; providedthereof, however, that the jointly with any other indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying partysimilarly notified, to the extent so prejudicedthat it may wish, of any liability with counsel reasonably satisfactory to the such indemnified party under this Section 3.6party, 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 other than under this Section 3.6.and after

Indemnification Procedure. Promptly after receipt by an indemnified The indemnification provided for in Sections 9.1, 9.2 and 9.3 is subject to the following provisions: (i) The party under this Section 3.6 of notice claiming a right to indemnification (the “Indemnified Party”) must take no action which would be contrary to the interests of the commencement of any action, such indemnified party will, if a claim in respect thereof is providing the indemnification (the “Indemnifying Party”) relative to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided(ii) the Indemnifying Party, howeverat its own expense, that the indemnifying party shall be entitled to select counsel for the defense have sole conduct and control of such claim all legal proceedings in connection with the approval of any parties entitled to indemnificationsuit or claim or the settlement or other compromise thereof; (iii) for so long as the Indemnifying Party is diligently conducting such legal proceedings, which approval it shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position liable for any attorney’s fees of the indemnifying party and Indemnified Party; (iv) the indemnified party Indemnified Party shall give the Indemnifying Party all reasonable assistance in conducting connection therewith at the defense Indemnifying Party’s reasonable expense; (v) the Indemnified Party must notify the Indemnifying Party of such action, the suit or proceeding by reason claim in writing within ten (10) business days after the Indemnified Party becomes aware of recognized claims for indemnity under this Section 3.6, then counsel for such party the suit or claim and (vi) the Indemnified Party shall not be entitled to conduct the defense indemnification if it was guilty of negligence or willful misconduct with respect to the extent reasonably determined by such counsel to be necessary to protect actions or inactions in question in the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6suit or claim.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 11.5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.611.5, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; , provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Purchaser and the indemnified party Registering Selling Shareholders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.611.5, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.611.5, 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 other than under this Section 3.611.5.

Indemnification Procedure. Promptly after receipt by an ------------------------- indemnified party under this Section 3.6 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.611, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.611, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.611, 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 other than under this Section 3.611.

Indemnification Procedure. Promptly after receipt Each party shall provide prompt written notice to the other of any actual or threatened Loss or claim therefor of which the other becomes aware; provided that the failure to provide prompt written notice shall only be a bar to recovering Losses to the extent that a party was prejudiced by an such failure. In the event of any such actual or threatened Loss or claim therefor, each party shall provide the other information and assistance as the other shall reasonably request for purposes of defense and each party shall receive from the other all necessary and reasonable cooperation in such defense including, but not limited to, the services of employees of the other party who are familiar with the transactions or occurrences out of which any such Loss may have arisen. The indemnifying party shall keep the indemnified party reasonably informed of the progress of any claim, suit or action under this Section 3.6 of notice of 16.4 and the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of any such claim; provided, howeversuit or proceeding with counsel of its choosing at its own expense, that but the indemnifying party shall be entitled have the sole right to select counsel for control the defense of such claim with settlement thereof. Notwithstanding the approval of any parties entitled to indemnificationforegoing, which approval the indemnifying party shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be liable for any amounts due as a conflict between the position result of the indemnifying party and settlement or compromise or admission of liability by the indemnified party except as otherwise agreed in conducting advance in writing by the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.6, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such indemnifying party. The failure to notify an indemnifying party promptly of ****** - Material has been omitted and filed separately with the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.6, 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 other than under this Section 3.6Commission.

Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 3.6 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.611, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party 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 select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Holders in conducting the defense of such action, suit suit, or proceeding by reason of recognized claims for indemnity under this Section 3.611, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.611, 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 other than under this Section 3.611.

Indemnification Procedure. Promptly after receipt by an ------------------------- indemnified party under this Section 3.6 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3.66, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim, jointly with any other indemnifying party similarly noticed; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party Company and the indemnified party Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 3.66, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 3.66, 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 other than under this Section 3.66.