Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.

Indemnification Procedure. A party The Indemnified Party shall notify the Indemnifying Party of a Claim (including an Infringement Claim) or Loss for which it is seeking indemnification in writing as soon as practicable, together with such further information as is necessary for the Indemnifying Party to evaluate the Claim (including an Infringement Claim) or Loss to the ------------------------- "Indemnitee"extent that the Indemnified Party is in possession or has knowledge of such information; provided that any delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification for an indemnified Claim (including an Infringement Claim) shall use its best efforts or an indemnified Loss if: (a) such delay has not materially prejudiced the Indemnifying Party’s ability to minimize defend the Claim (including an Infringement Claim); and (b) such delay does not materially affect the amount of any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity Losses that are awarded or may be sought under this Agreementawarded by a court or paid in settlement of the Claim (including an Infringement Claim). The Indemnitee Indemnifying Party shall give prompt written notice to control the party from whom defense of any Claim (including an Infringement Claim) qualifying for indemnification is sought and shall regularly consult with the Indemnified Parties and their counsel (and the "Indemnitor"affected person or entity and its counsel) regarding such defense. However, the Indemnified Parties may participate in such defense through counsel of their own choosing at the assertion Indemnified Parties’ expense. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of a claim any Claim (including an Infringement Claim) qualifying for indemnification, but and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith, all at the Indemnifying Party’s expense. In no event longer than (i) thirty (30) days after service of process in shall the event litigation is commenced against Indemnifying Party consent to the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion entry of a claim shall satisfy judgment or enter into any settlement agreement without the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the IndemniteeIndemnified Parties’ prior written consent, which approval consent shall not be unreasonably withheld withheld, conditioned, or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee Parties acknowledge that if either Party agrees to use reasonable efforts pay a third-party any fees pursuant to cooperate with Indemnitor in connection with its defense a contract and such contract is not the result of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified mattersettlement made pursuant to this Section 12, then upon receipt of indemnification, the Indemnitee shall fully assign Indemnifying Party is not obligated to indemnify the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to Indemnified Party for such claim or claims of the Indemniteefees.

Indemnification Procedure. A Each Party, as an indemnifying party seeking (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnitee Indemnifying Party shall give prompt written notice be permitted to control any litigation or potential litigation involving the party from whom defense of any claim subject to indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of pursuant to this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor11.5, including the filing selection of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing socounsel. The Indemnitor Indemnified Party shall (with, if necessary, reservation keep the Indemnifying Party apprised of rights) defend such action or proceeding at its expense, using counsel selected all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the insurance company insuring against any Indemnified Party and the opposing party(ies) to such claim and undertaking litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnitee fully apprised at Indemnified Party for all times of the status of documented Third Party Liabilities incident to the defense and shall consult with the Indemnitee prior to the settlement or negotiation of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In such claim within […***…] after the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon Indemnifying Party’s receipt of indemnificationinvoices for such fees, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor expenses, and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.charges. *** Confidential Treatment Requested ***

Indemnification Procedure. A party seeking Promptly after receipt by a Person entitled to indemnification under Section 9.1 (such Person, an “Indemnified Person”) of notice of the ------------------------- "Indemnitee"commencement of any claim, litigation, investigation or proceeding (an “Indemnified Claim”) shall use its best efforts by any Person other than the Party obligated to minimize any liabilitiesprovide indemnification under Section 9.1 (such Person, damagesthe “Indemnifying Party”), deficienciessuch Indemnified Person will, claims, judgments, assessments, costs and expenses if a claim is to be made hereunder against the Indemnifying Party in respect thereof, notify the Indemnifying Party in writing of which indemnity the commencement thereof; provided, that the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be sought under this Agreement. The Indemnitee shall give prompt entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims on behalf of such Indemnified Person. Upon receipt of notice from whom indemnification is sought the Indemnifying Party to such Indemnified Person of its election so to assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (the "Indemnitor"other than reasonable costs of investigation) of unless (w) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required) and that all such expenses shall be reimbursed as they occur), (x) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a claim for indemnification, but in no event longer than (i) thirty (30) days reasonable time after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion commencement of a claim the Indemnified Claims, (y) the Indemnifying Party shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification have failed or is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking failing to defend such claim, or by other counsel selected by it and approved is provided written notice of such failure by the Indemnitee, which approval shall Indemnified Person and such failure is not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times reasonably cured within fifteen (15) Business Days of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnificationsuch notice, or (z) the Indemnitee Indemnifying Party shall fully assign to have authorized in writing the Indemnitor the entire claim or claims to the extent employment of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to counsel for such claim or claims of the IndemniteeIndemnified Person.

Indemnification Procedure. A party seeking indemnification If a Fujifilm Indemnitee or Alder Indemnitee (the ------------------------- "“Indemnitee"”) intends to claim indemnification under Section 15.1 or Section 15.2 (as applicable), it shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party from whom indemnification is sought other Party (the "“Indemnitor"”) of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion writing of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing soalleged liability. The Indemnitor shall (withhave the right to full control of the defense and settlement thereof with counsel of its choice as long as such counsel is reasonably acceptable to Indemnitee; provided, if necessaryhowever, reservation of rights) defend such action or proceeding that any Indemnitee shall have the right to retain its own counsel at its own expense, using counsel selected for any reason, including if representation of any Indemnitee by the insurance company insuring against counsel retained by the Indemnitor would be [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. inappropriate due to actual or potential differing interests between such Indemnitee and any other Party reasonably represented by such counsel in such proceeding. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation, defense and settlement of any liability covered by Section 15.1/15.2, provided that no settlement shall include an admission of fault, liability or a financial obligation on the part of the Indemnified parties without their prior written consent, which consent shall not be withheld or delayed unreasonably. The obligations of the Indemnitor to the Indemnitee under Section 15.1/15.2 are expressly conditioned on the following: (a) that the Indemnified parties do not make any admission in respect of such claim and undertaking or suit or take any action prejudicial to defend the defense of such claim, claim or by other counsel selected by it and approved by suit without the Indemniteeprior written consent of the Indemnitor, which approval shall not be unreasonably withheld (provided that this condition shall not be treated as breached by any statement properly made by any Party in connection with the operation of its internal complaint procedures, accident reporting procedures or delayeddisciplinary procedures, or where such a statement is required by law); and (b) that the indemnified parties do not enter into any settlement or resolution of such claim or suit or part thereof without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The obligations of the Indemnitor shall keep to the Indemnitee fully apprised at all times of the status of the defense and under Section 15.1/15.2 shall consult with the Indemnitee prior not apply to the amounts paid in settlement of any indemnified matterclaim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. Indemnitee agrees The failure to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign deliver written notice to the Indemnitor within a reasonable time after the entire claim or claims commencement of any such action, shall, to the extent of the indemnification actually paid by prejudicial to its ability and rights to defend or settle such action, relieve the Indemnitor of any obligation to the Indemnitee under Section 15.1/15.2. It is understood that only Fujifilm and the Indemnitor shall thereupon be subrogated with respect to such Alder may claim indemnity under Section 15.1/15.2 (on its own behalf or claims on behalf of the Indemniteeits Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A party seeking indemnification Subject to the limitations set forth in this Article VIII, promptly after receipt by an Indemnified Person of written notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an “Indemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder against the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses Indemnifying Party in respect thereof, notify the Indemnifying Party promptly in writing, and in any case no later than fifteen (15) Business Days after receipt by an Indemnified Person of which indemnity such written notice; provided, that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may be sought under have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this Agreement. The Indemnitee shall give prompt In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, at its election (by providing written notice to such Indemnified Person), the party Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from whom indemnification is sought or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice by the Indemnifying Party to from the Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (the "Indemnitor"other than reasonable documented out-of-pocket costs of investigation) of unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party has failed or is failing to defend such claim and provides written notice of such determination and the basis for indemnificationsuch determination, but in no event longer than and such failure is not reasonably cured within ten (i10) thirty (30) days after service Business Days following receipt of process in such notice by the event litigation is commenced against the Indemnitee by a third partyIndemnifying Party, or (iiiv) sixty (60) days after the assertion Indemnifying Party shall have authorized in writing the employment of counsel for such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the IndemniteeIndemnified Person.

Indemnification Procedure. A party If either Party is seeking indemnification under Sections 13.1 or 13.2 (the ------------------------- "Indemnitee"“Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within [***] after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall use not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim 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, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its best efforts own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to minimize indemnify the other Party in connection with any liabilitiessettlement made without the Indemnifying Party’s written consent, damageswhich consent shall not be unreasonably withheld, deficienciesconditioned or delayed. The Indemnifying Party may not enter into any compromise or settlement unless (a) such compromise or settlement imposes only a monetary obligation on the Indemnifying Party and includes as an unconditional term thereof, claims, judgments, assessments, costs and expenses the giving by each claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim; or (b) the Indemnified Party consents to such compromise or settlement, which indemnity may consent will not be sought unreasonably withheld, conditioned or delayed unless such compromise or settlement involves (i) any admission of legal wrongdoing by the Indemnified Party, (ii) any payment by the Indemnified Party that is not indemnified under this Agreement, or (iii) the imposition of any equitable relief against the Indemnified Party. The Indemnitee shall give prompt If the Indemnifying Party does not elect to assume control of the defense of a claim or if a good faith and diligent defense, in the Indemnified Party’s reasonable opinion, is not being or ceases to be materially conducted by the Indemnifying Party, the Indemnified Party will have the right, at the expense of the Indemnifying Party to the extent reasonable and documented, upon at least [***] prior written notice to the party from whom indemnification is sought (Indemnifying Party of its intent to do so, to undertake the "Indemnitor") defense of such claim for the account of the assertion of a claim for indemnification, but in no event longer than Indemnifying Party (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel reasonably selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it Indemnified Party and approved by the IndemniteeIndemnifying Party, which such approval shall not to be unreasonably withheld withheld, conditioned or delayed. The Indemnitor shall ); provided that the Indemnified Party will keep the Indemnitee fully Indemnifying Party apprised at of all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated material developments with respect to such claim claim. If the Parties cannot agree as to the application of Section 13.1 or claims 13.2 as to any Claim, pending resolution of the Indemniteedispute pursuant to Section 17.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.

Indemnification Procedure. A party seeking indemnification ------------------------- (the ------------------------- "Indemnitee") shall use its commercially reasonable best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification; provided, but in no event longer than (i) thirty (30) days after service of process in however, that the event litigation is commenced against Indemnitee's failure to notify the Indemnitor shall not excuse the Indemnitor's obligation to indemnify the Indemnitee by a third party, or (ii) sixty (60) days after except to the assertion extent that such failure prejudices the Indemnitor's defense of any such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 11 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.

Indemnification Procedure. A With respect to any third-party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts claims giving rise to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an Indemnified Party in no event longer than (i) thirty (30) days after service respect of process which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the Indemnified Party exists with respect to such action, proceeding or claim (in which case the Company shall be responsible for the reasonable fees and expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event litigation is commenced against that the Indemnitee by Company advises an Indemnified Party that it will not contest such a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is basedhereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such Person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. If In any action event, unless and until the Company elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, losses subject to reimbursement from the Indemnitor of its expenses in doing soindemnification hereunder. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor Company shall keep the Indemnitee Indemnified Party fully apprised at all times of as to the status of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and shall consult with the Indemnitee prior expense. Notwithstanding anything in this Article 5 to the settlement contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any indemnified matterjudgment in respect thereof. Indemnitee agrees The indemnification obligations to use reasonable efforts defend the Indemnified Party required by this Article 5 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to cooperate with Indemnitor indemnification. The indemnity agreements contained herein shall be in connection with its defense addition to (a) any cause of indemnifiable claims. In action or similar rights of the event Indemnified Party against the Indemnitee has a claim Company or claims against others, and (b) any third party growing out of or connected with liabilities the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign Company may be subject to pursuant to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteelaw.

Indemnification Procedure. A Within ten (10) days after receipt by an indemnified party seeking indemnification (hereunder of written notice of the ------------------------- "Indemnitee") commencement of any action or proceeding involving a claim referred to in Section 9.1 or Section 9.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall use not relieve the indemnifying party of its best efforts obligations under Section 9.1 or Section 9.2 except to minimize the extent that the indemnifying party loses substantive legal rights as a result of such failure to give notice. In case any liabilitiessuch action or proceeding is brought against an indemnified party, damagesthe indemnifying party will be entitled to participate in and to assume the defense thereof, deficienciesjointly with any other indemnifying party similarly notified, claimsto the extent that it may wish, judgmentswith counsel reasonably satisfactory to such indemnified party, assessmentsand after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, costs the indemnifying party will not be liable to such indemnified party for any legal fees and expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 9.1, more than one counsel (in addition to any local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties or (ii) in the case of a claim referred to in Section 9.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnity indemnification may be sought under this Agreement. The Indemnitee shall give prompt written notice hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to the such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion all liability arising out of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action , action, suit, investigation or proceeding shall and such settlement, compromise or consent involves only the payment of money and such money is actually paid by the indemnifying party. Whether or not the defense of any claim or action is assumed by the indemnifying party, such indemnifying party will not be brought in connection with subject to any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of for any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of settlement made without its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemniteeconsent, which approval shall consent will not be unreasonably withheld or delayed. The Indemnitor shall keep Notwithstanding anything to the Indemnitee fully apprised at all times contrary set forth herein, and without limiting any of the status of the defense and shall consult with the Indemnitee prior to the settlement of rights set forth above, in any event any indemnified matter. Indemnitee agrees party will have the right to use reasonable efforts to cooperate with Indemnitor in connection with retain, at its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matterown expense, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated counsel with respect to such claim or claims the defense of the Indemniteea claim.

Indemnification Procedure. A party seeking indemnification In the event of any such claim against any MedCo Indemnitee or Alnylam Indemnitee (individually, an “Indemnitee”), the ------------------------- "Indemnitee") indemnified Party shall use promptly notify the other Party in writing of the claim once the indemnified Party learns of it, and the indemnifying Party shall manage and control, at its best efforts to minimize any liabilitiessole expense, damages, deficiencies, claims, judgments, assessments, costs the defense of the claim and expenses in respect of which indemnity may be sought under this Agreementits settlement. The Indemnitee shall give prompt cooperate with the indemnifying Party, at the indemnifying Party’s reasonable request and expense, and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written notice to authorization. The indemnifying Party shall not settle any such claim without the party from whom indemnification is sought (Indemnitee’s consent, unless such settlement requires only payments by the "Indemnitor") indemnifying Party. Notwithstanding the foregoing, if the indemnifying Party believes that any of the assertion exceptions to its obligation of a claim for indemnificationindemnification of the Indemnitees set forth in Sections 10.1 or 10.2 may apply, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against indemnifying Party shall promptly notify the Indemnitee by a third partyIndemnitees, or (ii) sixty (60) days after which shall then have the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim right to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of represented in any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding by separate counsel at its their expense; provided, using counsel selected by that the insurance company insuring against any indemnifying Party shall be responsible for payment of such claim and undertaking expenses if the Indemnitees are ultimately determined to defend be entitled to indemnification from the indemnifying Party for the matters to which the indemnifying Party notified the Indemnitees that such claimexception(s) may apply. To the extent that an indemnification obligation hereunder results in payments to a Third Party which are described in Section 6.4.3, or by other counsel selected by it and approved by the Indemnitee, which approval provisions of Sections 10.1 through 10.3 shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior subject to the settlement provisions of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims Section 6.4.3 to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the IndemniteeSection 6.4.3 is applicable. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedure. A (a) The party seeking indemnification under this Agreement (the ------------------------- "IndemniteeIndemnified Party") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party from whom which indemnification is being sought (the "IndemnitorIndemnifying Party") (or, if indemnification is sought pursuant to the Escrow Agreement, the Representative and the Escrow Agent) of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted Indemnified Party intends to base a claim for indemnification hereunder ("Notices"). Notice shall in all events be considered prompt if given (1) no later than 15 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (2) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Article VIII; provided, however, that the failure to provide such Notice of claims promptly (so long as a notice of claims is basedgiven before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. If The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any action third-party claim, demand, lawsuit or other proceeding shall be brought in connection with any liability or claim to be indemnified which the Indemnified Party has claimed indemnification hereunder, and may elect (the Indemnitee "Election") to take over the defense of such claim within 10 business days following Notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that theglobe shall provide be permitted, at its option, to require that the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, Sellers shall not take over the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing defense of any necessary responsive pleadings, claim brought by any Person with which theglobe or the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring Surviving Corporation has a material business relationship against any member of theglobe Indemnified Group for which indemnification is available pursuant to this Article VIII, and upon exercise of such claim and undertaking to option such member of theglobe Indemnified Group shall defend such claim, subject to the following conditions: (i) the Sellers shall be entitled, in their discretion and at their expense, to engage counsel and to participate in any discussions, meetings, negotiations and other communications which may be held or by other counsel selected by conducted between such member of theglobe Indemnified Group and such customer or supplier, or their respective counsels, with respect to such claim; (ii) such member of theglobe Indemnified Group shall consult with the Representative before making or communicating to such customer or supplier, or its counsel, any decisions concerning such member's strategy or position with respect to the defense of such claim; and (iii) such member of theglobe Indemnified Group shall not settle or otherwise dispose of such claim without the consent of the Representative. If the Indemnifying Party makes an Election, (x) it shall keep the Indemnified Party informed as to the status of the applicable matter and approved by shall send promptly copies of all pleadings to the IndemniteeIndemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement or disposition shall be required if such settlement or disposition shall result in or would reasonably be expected to result in any Liability to, equitable relief against or adverse business effect on the Indemnified Party, which approval consent shall not be unreasonably withheld or delayed. The Indemnitor , and (z) the Indemnified Party shall keep have the Indemnitee fully apprised at all times of the status of right to participate jointly in the defense and of such claim, but shall consult with do so at its own cost not subject to reimbursement. If the Indemnitee prior Indemnifying Party does not elect to take over the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third third-party growing out of or connected with the indemnified matter, then upon receipt of indemnificationclaim, the Indemnitee Indemnified Party shall fully assign have the right to the Indemnitor the entire claim contest, compromise or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to settle such claim or claims in the exercise of the Indemniteeits reasonable judgment.

Indemnification Procedure. A Within 10 days after receipt by an indemnified party seeking indemnification (hereunder of written notice of the ------------------------- "Indemnitee") shall use its best efforts commencement of any action or proceeding involving a claim referred to minimize any liabilitiesin Section 8.1 or Section 8.2, damagessuch indemnified party will, deficiencies, claims, judgments, assessments, costs and expenses if a claim in respect of which indemnity may thereof is to be sought under this Agreement. The Indemnitee shall made against an indemnifying party, give prompt written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 8.1 or Section 8.2 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action or proceeding is brought against an indemnified party, the indemnifying party 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 Registration Rights Agreement reasonably satisfactory to such indemnified party, and after notice from whom indemnification is sought the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal fees and expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the "Indemnitor"case of a claim referred to in Section 8.1, more than one counsel (in addition to any local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee Registrable Securities held by a third partysuch indemnified parties, or (ii) sixty (60) days after in the assertion of such claim. No such notice of assertion case of a claim shall satisfy referred to in Section 8.2, more than one counsel (in addition to any local counsel) for the requirements of this Section 8.12 unless it describes Company, in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought each case in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such one action or proceeding at its expense, using counsel selected by separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the insurance company insuring against any such claim and undertaking to defend such claimimmediately preceding sentence), or by other counsel selected by it and approved by elects not to, assume the Indemnitee, which approval shall defense of a claim will not be unreasonably withheld or delayed. The Indemnitor shall keep obligated to pay the Indemnitee fully apprised at fees and expenses of more than one counsel (in addition to any local counsel) for all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any parties indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third by such indemnifying party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim claim, unless in the reasonable judgment of any indemnified party an actual or claims potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit, investigation or proceeding. Notwithstanding anything to the contrary set forth herein, and without limiting any of the Indemniteerights set forth above, in any event any indemnified party will have the right to retain, at its own expense, counsel with respect to the defense of a claim.

Indemnification Procedure. A Any party seeking entitled to indemnification under this Article 6 (an “Indemnified Party”) will give written notice to the ------------------------- "Indemnitee") Company of any matter giving rise to a claim for indemnification; provided, that the failure of any Indemnified Party hereunder to give notice as provided herein shall use not relieve the Company of its best efforts obligations under this Article 6 except to minimize the extent that the Company is actually prejudiced by such failure to give notice. In case any liabilitiessuch action, damages, deficiencies, claims, judgments, assessments, costs and expenses proceeding or claim is brought against the Indemnified Party in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (hereunder, the "Indemnitor") Company shall be entitled to participate in and, unless in the reasonable judgment of the assertion Company a conflict of interest between it and the Indemnified Party exists with respect to such action, proceeding or claim (in which case the Indemnified Party shall be responsible for the reasonable fees and expenses of one separate counsel for the indemnified parties), to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will contest such a claim for indemnificationindemnification hereunder, but in no event longer than (i) or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after service it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of any such claim. No , proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such notice of assertion of a action, claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the Company in connection with any liability negotiation or defense of any such action or claim by the Company and shall furnish to be indemnified hereunder, the Indemnitee shall provide Company all information reasonably available to the Indemnitor twenty (20) calendar days Indemnified Party which relates to decide whether to defend such liability action or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor Company shall keep the Indemnitee Indemnified Party fully apprised at all times of as to the status of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The Company shall consult with the Indemnitee prior to the not be liable for any settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a action, claim or claims against any third party growing out of or connected with proceeding effected without its prior written consent. Notwithstanding anything in this Article 6 to the indemnified matter, then upon receipt of indemnificationcontrary, the Indemnitee Company shall fully assign not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnitor Indemnified Party of a release from all liability in respect of such claim. The indemnification obligations to defend the entire claim Indemnified Party required by this Article 6 shall be made by periodic payments of the amount thereof during the course of investigation or claims defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the Company or others, and (b) any liabilities the Company may be subject to pursuant to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteelaw.

Indemnification Procedure. A party seeking indemnification (If the ------------------------- "Indemnitee") Indemnification Claim does not involve a Third-Party Claim and is disputed by the Indemnitor, the parties shall first use its best good faith efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses resolve such matter in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice a manner reasonably acceptable to the party from whom indemnification is sought (parties. If the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) parties are unable to revolve such dispute within sixty (60) days after thereafter, the assertion dispute shall be resolved by litigation or other means of alternative dispute resolution as the parties may agree in writing. If the Indemnification Claim involves a Third-Party Claim, the Indemnitor shall have the right (but not the obligation) to assume the defense of such claim. No such notice of assertion of a claim Third-Party Claim, at its cost and expense, and shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in use good faith efforts consistent with prudent business judgment to defend such Third-Party Claim, provided that (i) the facts counsel for the Indemnitor who shall conduct the defense of the Third-Party Claim shall be reasonably satisfactory to the Indemnitee (unless selected by Indemnitor’s insurance company, in which case Indemnitee shall have no such approval rights), (ii) the Indemnitee, at its cost and circumstances upon expense, may participate in, but shall not control, the defense of such Third-Party Claim, and (iii) the Indemnitor shall not, without the written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement or other agreement which requires any performance by the asserted claim for indemnification is basedIndemnitee, other than the payment of money which shall be paid by the Indemnitor. The Indemnitee shall not enter into any settlement agreement with respect to the Indemnification Claim, without the Indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If any action or proceeding shall be brought in connection with any liability or claim the Indemnitor elects not to be indemnified hereunderassume the defense of such Third-Party Claim, the Indemnitee shall provide have the Indemnitor twenty (20) calendar days right to decide whether retain the defense of such Third-Party Claim and shall use good faith efforts consistent with prudent business judgment to defend such liability or claimThird-Party Claim in an effective and cost-efficient manner. During such periodNotwithstanding anything to the contrary in this Agreement, the Indemnitee shall take all necessary steps have no right to protect indemnification against the interests Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim but is disputed by Indemnitor until such time as such dispute is resolved by written agreement or by a final, non-appealable order of itself and the Indemnitorcourt of competent jurisdiction or (ii) which involves a Third-Party Claim until such time as such Third-Party Claim is concluded, including any appeals with respect thereto in the filing case of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteein litigation.

Indemnification Procedure. A Each Party, as an indemnifying party seeking indemnification (the ------------------------- "Indemnitee") an “Indemnifying Party”), shall use its best efforts not be permitted to minimize settle or compromise any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses claim or action giving rise to Third Party Liabilities in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than manner (i) thirty that imposes any restrictions or obligations on the indemnified party (30an “Indemnified Party”) days after service of process in or, if Licensor is the event litigation Indemnifying Party, any REGENXBIO Licensor, without the other Party’s prior written consent, (ii) if Licensee is commenced against the Indemnitee by a third partyIndemnifying Party, that grants any rights to the Licensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iiiii) sixty (60) days after if Licensor is the assertion Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of such claim. No such notice of assertion of a any claim shall satisfy the requirements of subject to indemnification pursuant to this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor8.4, including the filing selection of any necessary responsive pleadingscounsel, with the seeking reasonable approval of emergency relief the Indemnified Party. If an Indemnifying Party fails or other action necessary declines to maintain assume the status quo, subject to reimbursement from the Indemnitor defense of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claimor action within [*] after notice thereof, or by other counsel selected by it and approved by then the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of Indemnified Party may assume the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims action at the cost and risk of the IndemniteeIndemnifying Party, and any Third Party Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of an Indemnified Party contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within [*] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges.

Indemnification Procedure. A In the event that any claim is made or asserted against a party seeking entitled to indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought Agreement (the "IndemnitorIndemnified Party"), the Indemnified Party shall with reasonable promptness notify the other Party with an indemnification obligation (the 71ndemnifying Party") of such claim (the assertion "Claim Notice"), specifying the nature of a such claim for indemnification, but in no event longer than and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim). The Indemnifying Party shall have 30 days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) thirty (30) days after service of process in whether or not the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any Indemnifying Party disputes liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated Indemnified Party hereunder with respect to such claim and (ii) if the Indemnifying Party does not dispute such liability, whether or claims not the Indemnifying Party desires, at the sole cost and expense of the IndemniteeIndemnifying Party, to defend against such claim, provided that the Indemnified Party is hereby authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or other pleading and to take any other action that the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party's interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute the Indemnifying Party's obligation to indemnify hereunder and desires to defend against such claim, except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to participate in, but not control, any such defense or settlement the Indemnified Party may do so at its sole cost and expense. If the Indemnifying Party elects not to defend the Indemnified Party against such Claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then, without waiving any rights against the Indemnifying Party, the Indemnified Party may settle or defend against any such claim or demand in the Indemnified Party's sole discretion and, if it is ultimately determined that the Indemnifying Party is responsible therefore under this Section 5, then the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement or judgment and all indemnifiable costs and expenses of the Indemnified Party with respect thereto, including, without limitation, interest from the date such costs and expenses were incurred.

Indemnification Procedure. A Any Indemnitee entitled to indemnification under this Section 9 will give written notice to the Company of any matters giving rise to a claim for indemnification; provided, that the failure of any party seeking entitled to indemnification (hereunder to give notice as provided herein shall not relieve the ------------------------- "Indemnitee") shall use Company of its best efforts obligations under this Section 9 except to minimize the extent that the Company is actually prejudiced by such failure to give notice. In case any liabilitiesaction, damages, deficiencies, claims, judgments, assessments, costs and expenses proceeding or claim is brought against the Indemnitee in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (hereunder, the "Indemnitor") Company shall be entitled to participate in and, unless in the reasonable judgment of the assertion Company a conflict of interest between it and the Indemnitee may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. In the event that the Company advises an Indemnitee that it will contest such a claim for indemnificationindemnification hereunder, but in no event longer than (i) or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after service of process in the event litigation is commenced against it commences such defense), then the Indemnitee by a third partymay, at its option, defend, settle or (ii) sixty (60) days after otherwise compromise or pay such action or claim. In any event, unless and until the assertion Company elects in writing to assume and does so assume the defense of any such claim. No , proceeding or action, the Indemnitee’s costs and expenses arising out of the defense, settlement or compromise of any such notice of assertion of a action, claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought losses subject to indemnification hereunder. The Indemnitee shall cooperate fully with the Company in connection with any liability negotiation or defense of any such action or claim by the Company and shall furnish to be indemnified hereunder, the Company all information reasonably available to the Indemnitee shall provide the Indemnitor twenty (20) calendar days which relates to decide whether to defend such liability action or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor Company shall keep the Indemnitee fully apprised at all times of as to the status of the defense and shall consult or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnitee prior shall be entitled to the participate in such defense with counsel of its choice at its sole cost and expense. The Company shall not be liable for any settlement of any indemnified matteraction, claim or proceeding effected without its prior written consent, which consent shall not be unreasonably withheld. Notwithstanding anything in this Section 9 to the contrary, the Company shall not, without the Indemnitee’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect of such claim. The indemnification required by this Section 9 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnitee irrevocably agrees to use reasonable efforts refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to cooperate with Indemnitor indemnification. The indemnity agreements contained herein shall be in connection with its defense addition to (a) any cause of indemnifiable claims. In the event action or similar rights of the Indemnitee has a claim against the Company or claims against others, and (b) any third party growing out of or connected with liabilities the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign Company may be subject to pursuant to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteelaw.

Indemnification Procedure. A In the event that any claim is made or asserted against a party seeking entitled to indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought Agreement (the "IndemnitorIndemnified Party"), the Indemnified Party shall with reasonable promptness notify the other Party with an indemnification obligation (the "Indemnifying Party") of such claim (the assertion "Claim Notice"), specifying the nature of a such claim for indemnification, but in no event longer than and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim). The Indemnifying Party shall have 30 days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) thirty (30) days after service of process in whether or not the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any Indemnifying Party disputes liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated Indemnified Party hereunder with respect to such claim and (ii) if the Indemnifying Party does not dispute such liability, whether or claims not the Indemnifying Party desires, at the sole cost and expense of the IndemniteeIndemnifying Party, to defend against such claim, provided that the Indemnified Party is hereby authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or other pleading and to take any other action that the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party's interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute the Indemnifying Party's obligation to indemnify hereunder and desires to defend against such claim, except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release or the Indemnified Party. If the Indemnified Party desires to participate in, but not control, any such defense or settlement the Indemnified Party may do so at its sole cost and expense. If the Indemnifying Party elects not to defend the Indemnified Party against such Claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then, without waiving any rights against the Indemnifying Party, the Indemnified Party may settle or defend against any such claim or demand in the Indemnified Party's sole discretion and, if it is ultimately determined that the Indemnifying Party is responsible therefore under this Section 5, then the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement or judgment and all indemnifiable costs and expenses of the Indemnified Party with respect thereto, including, without limitation, interest from the date such costs and expenses were incurred.

Indemnification Procedure. A With respect to any third-party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts claims giving rise to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an Indemnified Party in no event longer than (i) thirty (30) days after service respect of process which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party an actual conflict of interest between it and the Company exists with respect to such action, proceeding or claim (in which case the Company shall be responsible for the reasonable fees and expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event litigation is commenced against that the Indemnitee by Company advises an Indemnified Party that it will not contest such a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is basedhereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such person or entity of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. If In any action event, unless and until the Company elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, losses subject to reimbursement from the Indemnitor of its expenses in doing soindemnification hereunder. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor Company shall keep the Indemnitee Indemnified Party fully apprised at all times of as to the status of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and shall consult with the Indemnitee prior expense. Notwithstanding anything in this Article 5 to the settlement contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any indemnified matterjudgment in respect thereof. Indemnitee agrees The indemnification obligations to use reasonable efforts defend the Indemnified Party required by this Article 5 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to cooperate with Indemnitor indemnification. The indemnity agreements contained herein shall be in connection with its defense addition to (a) any cause of indemnifiable claimsaction or similar rights of the Indemnified Party against the Company or others, and (b) any liabilities the Company may be subject to pursuant to the law. In no event shall the event the Indemnitee has a claim or claims against Company be required to indemnify any third party growing out Indemnified Party for its willful breach of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent any of the indemnification actually paid Transaction Documents as determined by the Indemnitor a court of competent jurisdiction pursuant to a final and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteenon-appealable order.

Indemnification Procedure. A party seeking indemnification (In the ------------------------- "Indemnitee") event either Party learns of any claim, liability, demand or cause of action relating to this Agreement or the performance hereunder, which said Party shall use determine, in its best efforts sole discretion, that the other Party may be liable therefor, said Party shall promptly notify the other Party. If indemnity is required by any of the terms of this Agreement, the indemnifying Party shall have the right to minimize any liabilities, damages, deficiencies, claimscontrol all litigation and shall defend the other and pay all settlements, judgments, assessmentscosts, and expenses (including without limitation court costs and reasonable attorneys’ fees), whether related or unrelated, similar or dissimilar to the foregoing, incident thereto. Each Party, if requested, agrees to cooperate with the other in any defense, and the indemnifying Party shall reimburse the other for all reasonable expenses incurred in connection therewith. The indemnified Party shall have pg. 13 Exhibit 10.22 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). the right to counsel of its own choosing and at its sole expense participate in any such litigation. Notwithstanding the foregoing, however, neither Party shall effect settlement of or compromise any such claim or proceedings without having obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the indemnifying Party may settle or compromise any such claim if the settlement or compromise (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 from all liability in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of If the indemnified Party does not consent to a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon settlement which the asserted claim for indemnification indemnifying Party is based. If any action or proceeding willing to accept, then the indemnifying Party’s liability shall be brought in connection with limited to the amount for which the claim could have been settled provided, such settlement does not require the indemnified Party to forego any liability or claim to be indemnified hereunder, property rights other than the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests amount of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times payment of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeproposed settlement.

Indemnification Procedure. A Any party seeking indemnification (the ------------------------- "Indemnitee") pursuant to this Article V shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt promptly provide written notice of any claim to the party from whom which it seeks indemnification is sought (the "Indemnitor") within a reasonable period of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing sotime. The Indemnitor shall (withindemnifying person, if necessaryit so elects, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim shall assume and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of control the defense thereof (and shall consult with the Indemnitee prior indemnified person with respect thereto), including the employment of counsel reasonably satisfactory to the settlement indemnified person within ten (10) Business Days after receipt of any indemnified matter. Indemnitee agrees the notice with respect thereto, and the payment of all necessary expenses; provided that as a condition precedent to use reasonable efforts the indemnifying person's right to cooperate with Indemnitor in connection with its defense assume control of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected such defense, it must first enter into an agreement with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign person (in form and substance reasonably satisfactory to the Indemnitor indemnified person) pursuant to which the entire indemnifying person agrees to be fully responsible for all losses relating to such claim and unconditionally guarantees the payment and performance of any liability or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated obligation which may arise with respect to such claim or claims the facts giving rise to such claim for indemnification; provided further that the indemnifying person shall not have the right to assume control of such defense if the claim which the indemnifying person seeks to assume control of (i) seeks non-monetary relief or (ii) involves criminal or quasi-criminal allegations; and provided further that (i) the indemnifying person shall not consent to the imposition of any injunction against the indemnified person without the written consent of the Indemniteeindemnified person, (ii) the indemnifying person shall permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of such counsel shall be borne by the indemnified person (except as provided below), and (iii) upon a final determination of such action, suit or proceeding, the indemnifying person shall promptly reimburse to the full extent required under this Article V the indemnified person for the full amount of any Loss resulting from such action, suit or proceeding and all reasonable and related expenses incurred by the indemnified person, other than fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action, suit or proceeding by the indemnifying person (except as provided below). If the indemnifying person is permitted to assume and control the defense and elects to do so, the indemnified person shall have the right to employ counsel separate from counsel employed by the indemnifying person in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the indemnified person shall be at the expense of the indemnified person unless (i) the employment thereof has been specifically authorized by the indemnifying person in writing, (ii) the indemnifying person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying person and the indemnified person, (iii) the indemnifying person has failed to assume the defense and employ counsel; or (iv) the indemnified person has reasonably determined that an adverse outcome could have a material adverse effect on its business reputation or could reasonably be expected to have a materially adverse precedential effect; in which case the fees and expenses of the indemnified person's counsel shall be paid by the indemnifying person. In the event the indemnifying person fails to elect to defend such claim in accordance with the foregoing, then the indemnified person may elect, but shall not be required, to defend against or settle such claim as it sees fit, provided that any settlement of such claim shall require the consent of the indemnifying person, which consent shall not be unreasonably withheld.

Indemnification Procedure. A Mannatech agrees to inform Wellness promptly of any claim, action, loss, damage, expense or liability suffered by it for any breach of this Agreement on the part of Wellness asserted by Mannatech or a third party. If the manufacture, sale or use of the Water Technology pursuant to this Agreement or any alleged or potential infringement of Water Technology or other breach of this Agreement results in any claim, suit or proceeding by any third party seeking against Mannatech (or its Affiliates) for which Mannatech asserts a claim to indemnification hereunder, Mannatech shall promptly notify Wellness in writing setting forth the facts of such claim in reasonable detail. Wellness (the ------------------------- "Indemnitee"“Indemnitor”) shall use have the right and obligation to defend of any such claim, suit or proceeding, at its best efforts own expense, shall engage counsel reasonably satisfactory to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs Mannatech to assume the investigation and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") defense of the assertion of a claim for indemnificationclaim; provided, but in no event longer than however: (i) thirty the Indemnitor shall not enter into any settlement that makes any admission or concession in relation to the Product or the Confidential Information of the indemnified Party, without the prior written consent of the Mannatech (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or “Indemnitee”); and (ii) sixty (60) days after if the assertion Indemnitor fails to timely assume such defense, the Indemnitee shall have the right to assume and control the defense. The Indemnitor shall keep the Indemnitee reasonably informed of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought all material developments in connection with any liability such claim, suit or claim proceeding. The Indemnitee agrees to be indemnified hereunder, the Indemnitee shall provide render such reasonable assistance as the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such periodmay request, at the Indemnitee shall take all necessary steps to protect the interests full cost and expense of itself and the Indemnitor, including the filing of . The Indemnitee may participate in any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor such proceeding by counsel of its expenses in doing soown choice at its own expense. The Indemnitor shall (withnot settle any claim, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, for which indemnification is or by other counsel selected by it and approved by may be sought without the Indemnitee’s prior written approval, which approval shall not be unreasonably withheld or delayed. The Indemnitor This indemnification shall keep the not apply: (i) if Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior fails to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to give the Indemnitor prompt notice of claim as required above and such failure materially prejudices the entire claim Indemnitor; or claims to the extent of the indemnification actually paid by (ii) unless the Indemnitor and is given the opportunity to approve any settlement, which approval shall not be unreasonably withheld. Furthermore, the Indemnitor shall thereupon only be subrogated with respect to such claim or claims responsible for the legal fees and litigation expenses of the Indemniteeattorneys it designates to assume control of the litigation. In no event shall the Indemnitor assume responsibility for legal fees and litigation expenses of attorneys hired by Mannatech to defend any claim covered hereunder, unless the Indemnitor fails to perform its obligations hereunder.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") The Indemnified Party shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought hereunder. The Indemnified Party shall give written notice to the Indemnitor within the earlier of ten (10) days of receipt of written notice to the Indemnified Party or thirty (30) days from discovery by the Indemnified Party of any matters which may give rise to a claim for indemnification or reimbursement under this Agreement. The Indemnitee failure to give such notice shall give prompt written not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnitor; provided that in any event such notice shall have been given prior to the party from whom indemnification is sought (the "Indemnitor") expiration of the assertion of a claim for indemnification, but in no event longer than Survival Period. At any time after ten (i) thirty (3010) days after service from the giving of process in such notice, the event litigation is commenced against the Indemnitee by a third partyIndemnified Party may, at its option, resist, settle or otherwise compromise, or (ii) sixty (60) days after the assertion of pay such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide have received notice from the Indemnitor twenty (20) calendar days that the Indemnitor intends, at the Indemnitor's sole cost and expense, to decide whether assume the defense of any such matter, in which case the Indemnified Party shall have the right, at no cost or expense to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including to participate in such defense. If the filing Indemnitor does not assume the defense of such matter, and in any event until the Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all costs of the Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party shall consult with the Indemnitor and obtain the Indemnitor's prior written consent to any payment or settlement of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee Indemnified Party fully apprised at all times of as to the status of the defense and defense. If the Indemnitor does not assume the defense, the Indemnified Party shall consult with the Indemnitee prior keep Indemnitor apprised at all times as to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent status of the defense. Following indemnification actually paid by the Indemnitor and as provided for hereunder, the Indemnitor shall thereupon be subrogated to all rights of the Indemnified Party with respect to such claim all third parties, firms or claims of corporations relating to the Indemniteematter for which indemnification has been made.

Indemnification Procedure. A party seeking Any Purchaser Indemnitee entitled to indemnification hereunder shall (the ------------------------- "Indemnitee"a) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom Company of any claim with respect to which it seeks indemnification is sought and (b) permit the "Indemnitor") Company to assume the defense of such claim with counsel reasonably satisfactory to the assertion Purchaser Indemnitee; provided that any Purchaser Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of a claim for indemnificationsuch claim, but in no event longer than the fees and expenses of such counsel shall be at the expense of such Purchaser Indemnitee unless (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third partyCompany has agreed to pay such fees or expenses, or (ii) sixty (60) days after the assertion Company shall have failed to assume the defense of such claim. No claim and employ counsel reasonably satisfactory to such Purchaser Indemnitee or (iii) in the reasonable judgment of any such Purchaser Indemnitee, based upon written advice of its counsel, a conflict of interest exists between such Purchaser Indemnitee and the Company with respect to such claims (in which case, if the Purchaser Indemnitee notifies the Company in writing that such Purchaser Indemnitee elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such claim on behalf of such Purchaser Indemnitee); and provided, further, that the failure of any Purchaser Indemnitee to give notice as provided herein shall not relieve the Company of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified its obligations hereunder, except to the Indemnitee extent that such failure to give notice shall provide materially adversely affect the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, Company in the Indemnitee shall take all necessary steps to protect the interests defense of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claimor litigation. The Company shall not, or by other counsel selected by it and approved by except with the consent of the Purchaser Indemnitee, which approval consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior , consent to the settlement entry of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In judgment or enter into any settlement that does not include as an unconditional term thereof the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid giving by the Indemnitor and the Indemnitor shall thereupon be subrogated with claimant or plaintiff to such Purchaser Indemnitee of a release from all liability in respect to of such claim or claims litigation. No Purchaser Indemnitee will, except with the consent of the IndemniteeCompany, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement.

Indemnification Procedure. A party seeking indemnification (Each Indemnified Party" shall give notice to the ------------------------- "Indemnitee") shall use its best efforts Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought sought, and SHALL PERMIT THE INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF ANY SUCH CLAIM OR ANY LITIGATION RESULTING THEREFROM, provided the Indemnifying Party acknowledges its obligations to indemnify the Indemnified Party with respect to the claim and provided further that counsel for the Indemnifying Party, WHO SHALL CONDUCT THE DEFENSE OF SUCH CLAIM OR LITIGATION, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnitee shall give prompt written notice Section 4 except to the party from whom indemnification is sought (extent that the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No failure to give such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim materially prejudicial to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether an Indemnifying Party's ability to defend such liability action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or claimseparate and different defenses but shall bear the expense of such defense nevertheless. During such periodNo Indemnifying Party, in the Indemnitee shall take all necessary steps to protect the interests defense of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking or litigation, shall, except with the consent of each Indemnified Party, consent to defend such claim, entry of any judgment or by other counsel selected by it and approved enter into any settlement which does not include as an unconditional term thereof the giving by the Indemnitee, which approval shall not be unreasonably withheld claimant or delayed. The Indemnitor shall keep the Indemnitee fully apprised at plaintiff to such Indemnified Party of a release from all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor liability in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims litigation. If the Indemnifying Party does not assume the defense of any claim or proceeding resulting therefrom, the IndemniteeIndemnified Party may defend against such claim or proceeding as the Indemnified Part may deem appropriate and MAY SETTLE SUCH CLAIM OR PROCEEDING in such manner as the Indemnified Party may deem appropriate, ALL WITHOUT PREJUDICE TO ITS RIGHT TO INDEMNIFICATION hereunder.

Indemnification Procedure. A party seeking indemnification (To the ------------------------- "Indemnitee") extent reasonably feasible, CHOP shall use its best efforts notify Customer in writing of any Claim that, in CHOP’s reasonable judgment, is likely to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice lead to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in . Customer shall promptly assume the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion entire defense of such claimClaim following CHOP’s written notice, and shall, promptly upon notice from CHOP of any prior expenses, reimburse any CHOP Indemnitee for any expenses, fees or costs incurred by any CHOP Indemnitee with respect to defense of such Claim prior to the date of Customer’s assumption of the defense. No Customer shall have the right to manage the defense and settlement of any Claim, except that (A) Customer shall consult with the affected CHOP Indemnitee regularly with respect to all material matters pertaining to the defense of any such notice Claim; (B) CHOP shall have the right to approve Customer’s choice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether counsel to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the IndemniteeClaim, which approval shall not be unreasonably withheld or delayedby CHOP and (C) Customer may not enter into any settlement on behalf of any CHOP Indemnitee without CHOP’s prior written approval, which approval shall not be unreasonably withheld by CHOP. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the CHOP may not enter into any settlement of any indemnified mattersuch Claim as to which Customer has an obligation to indemnify CHOP without the written permission of Customer, which approval shall not be unreasonably withheld by Customer. Indemnitee agrees to CHOP shall use commercially reasonable efforts to cooperate with Indemnitor Customer in connection with its the defense of indemnifiable claimsthe Claim at Customer’s sole expense. CHOP may hire its own counsel, at its own expense, to monitor the defense of any Claim in which case Customer shall use commercially reasonable efforts at its sole expense to cooperate with CHOP in the defense of the Claim by CHOP’s selected counsel. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matteraddition, then upon receipt of indemnification, the Indemnitee shall fully assign CHOP may elect to the Indemnitor the entire claim or claims to the extent assume control of the indemnification actually paid by the Indemnitor and the Indemnitor defense of such Claim. CHOP’s hiring of its own counsel or assumption of its own defense shall thereupon be subrogated not relieve Customer of obligations to indemnify or further defend any CHOP Indemnitee with respect to such claim Claim except to the extent that any CHOP Indemnitee receives a final judgment of gross negligence or claims willful or intentional misconduct by such CHOP Indemnitee with respect to such Claim in which case Customer shall be relieved of the its indemnity obligation with respect to such Claim as to such CHOP Indemnitee. CHOP and Customer may execute such mutually acceptable Confidentiality and Joint Defense Agreements to protect privileged materials as shall be usual and customary in such proceedings and as shall be requested in writing by either CHOP or Customer.

Indemnification Procedure. A In the event of a claim for indemnification under this Section 9, the party seeking indemnification (the ------------------------- "Indemnitee"“Indemnified Party”) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party from against whom indemnification is sought (the "Indemnitor"“Indemnifying Party”) in writing of the assertion of a any claim for indemnification, but specifying in no event longer than (i) thirty (30) days after service of process in detail the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion basis of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith , the facts pertaining thereto and, if known, the amount, or an estimate of the amount, of the liability arising therefrom (the “Indemnification Notice”). The Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter all information and circumstances upon documentation necessary to support and verify the claim asserted and the Indemnifying Party shall be given reasonable access to all books and records in the possession or control of the Indemnified Party or any of its affiliates which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim Indemnifying Party reasonably determines to be indemnified hereunderrelated to such claim. Promptly after the receipt of an Indemnification Notice, the Indemnitee Indemnifying Party shall provide have the Indemnitor twenty right, upon written notice (20the “Defense Notice”) calendar to the Indemnified Party within 30 days after receipt by the Indemnifying Party of the Indemnification Notice (or sooner if such claim so requires), to decide whether to defend such liability or claim. During such periodconduct, at their own expense, the Indemnitee shall take all necessary steps to protect defense against the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses claim in doing so. The Indemnitor shall (withtheir own name or, if necessary, reservation in the name of rights) defend such action or proceeding at its expense, using the Indemnified Party. The Defense Notice shall specify the counsel selected by the insurance company insuring against any such claim and undertaking Indemnifying Party shall appoint to defend such claim, or by other counsel selected by it claim (the “Defense Counsel”) and approved by the IndemniteeIndemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claimswithheld. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with Indemnified Party and the indemnified matterIndemnifying Party cannot agree on such counsel within 10 days after the Defense Notice is given, then upon receipt of indemnificationthe Indemnifying Party shall propose an alternate Defense Counsel, the Indemnitee which shall fully assign be subject again to the Indemnitor Indemnified Party’s approval which approval shall not be unreasonably withheld. The Indemnified Party shall have the entire right to employ separate counsel in any such claim or claims and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any damages, losses and expenses incurred by the Indemnified Party unless (i) the Indemnifying Party shall have failed to give the Defense Notice within the prescribed period, (ii) the Indemnified Party shall have received an opinion of counsel, reasonably acceptable to the extent Indemnifying Party, to the effect that the interests of the indemnification actually paid Indemnified Party and the Indemnifying Party with respect to the claim are sufficiently adverse to prohibit the representation by the Indemnitor same counsel of both parties under applicable ethical rules, or (iii) the employment of such counsel at the expense of the Indemnifying Party has been specifically authorized by the Indemnifying Party. The party conducting the defense of any Claim shall keep the other party apprised of all significant developments and the Indemnitor shall thereupon be subrogated not enter into any settlement, compromise or consent to judgment with respect to such claim or claims of Claim unless the IndemniteeIndemnified Party and the Indemnifying Party consent, such consent not to be unreasonably withheld.

Indemnification Procedure. A Any party seeking indemnification or reimbursement for Claims hereunder (the ------------------------- "Indemnitee"“Indemnified Party”) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to as promptly as practical notify the party from whom which such indemnification is sought (the "Indemnitor"“Indemnifying Party”) of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted Indemnified Party intends to base a claim for indemnification is based. If any action or proceeding reimbursement hereunder; provided, however, that the failure of an Indemnified Party so to notify the Indemnifying Party shall be brought in connection with not relieve the Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected damaged by the insurance company insuring against any such claim and undertaking failure to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claimsreceive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnitee has a Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) the defense of any claim, demand, lawsuit or other proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, that the Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. If the claim or claims demand is asserted against any third party growing out both the Indemnifying Party and the Indemnified Party and based on the advice of or connected with counsel reasonably satisfactory to the indemnified matter, then upon receipt Indemnifying Party it is determined that there is a conflict of indemnificationinterest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnitee Indemnifying Party shall fully assign be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to the Indemnitor the entire claim or claims to the extent represent all of the indemnification actually paid by Indemnified Parties, regardless of the Indemnitor and number of Indemnified Parties. Notwithstanding the Indemnitor right of an Indemnified Party so to participate, the Indemnifying Party shall thereupon be subrogated have the sole right to settle or otherwise dispose of such claim, demand, lawsuit or other proceeding on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate with respect to any issue involved in such claim claim, demand, lawsuit or claims of other proceeding as to which (i) the IndemniteeIndemnifying Party shall have acknowledged the obligation to indemnify the Indemnified Party hereunder and (ii) the settlement is solely for cash.

Indemnification Procedure. A party The Indemnified Party seeking indemnification (shall give the ------------------------- "Indemnitee") Company prompt written notice of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Parties may request indemnification from the Company hereunder; provided, however, that any failure by any Indemnified Party to notify the Company shall use not relieve the Company from its best efforts obligations hereunder, or from any other obligation or liability that the Company may have to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought the Indemnified Parties other than under this AgreementSection 7. The Indemnitee shall give prompt Upon written notice to the party from whom indemnification is sought (Indemnified Parties given by the "Indemnitor") Company after receipt of notice of any such action or proceeding, the Company may assume the defense thereof at its own expense with counsel chosen by the Company; provided, however, counsel retained by the Company shall be subject to the prior approval of the assertion Indemnified Parties. Notwithstanding the foregoing, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Parties may assume the defense thereof with counsel chosen by them, at the expense of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process the Company. In the circumstances referred to in the event litigation is commenced against immediately preceding sentence, if the Indemnitee by a third partyIndemnified Parties do not assume such defense, the Company shall not, without the prior written consent of the Indemnified Parties, settle or compromise any claim, or (ii) sixty (60) days after permit a default or consent to the assertion entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claim. No If the Indemnified Parties assume the defense of any such notice of assertion of a claim shall satisfy the requirements of or proceeding pursuant to this Section 8.12 unless it describes and propose to settle such claim or proceeding prior to such a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Parties shall give the Company prompt written notice thereof and the Company, as the case may be, shall have the right to participate in reasonable detail the settlement or assume the defense of such claim or proceeding and in good faith the facts and circumstances upon which the asserted no such claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability settled or claim to be indemnified hereunder, compromised without the Indemnitee shall provide approval of the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the IndemniteeCompany, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteewithheld.

Indemnification Procedure. A (a) The party seeking indemnification under this Agreement (the ------------------------- "IndemniteeIndemnified Party") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party from whom which indemnification is being sought (the "IndemnitorIndemnifying Party") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted Indemnified Party intends to base a claim for indemnification hereunder ("Indemnification Notices"). The Indemnification Notice shall in all events be considered prompt if given (a) no later than 30 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (b) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Section 9.03; ---- provided, however, that the failure to provide such Notice of claims -------- ------- promptly (so long as a notice of claims is basedgiven before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. If The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any action third-party claim, demand, lawsuit or other proceeding shall be brought in connection with any liability or claim to be indemnified which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the Indemnitee defense of such claim within 10 days following notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that Stockholders shall provide not be permitted to take over the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing defense of any necessary responsive pleadings, claim brought by any customer or supplier of the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring Business against any member of Buyers' Indemnified Group for which indemnification is available pursuant to this Article IX, and such claim and undertaking to member of Buyers' Indemnified Group shall defend such claim; provided, further, that such member of Buyers' Indemnified Group shall not settle or by other counsel selected by it and approved by otherwise dispose of such claim without the Indemniteeconsent of Stockholders, which approval consent shall not be unreasonably withheld or delayed. The Indemnitor If the Indemnifying Party makes such an election, (x) it shall keep the Indemnitee fully apprised at all times of Indemnified Party informed as to the status of the defense such matter and shall consult promptly send copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the Indemnitee prior sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement of or disposition shall be required if such settlement or disposition shall result in any indemnified matter. Indemnitee agrees liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and (z) the Indemnified Party shall have the right to use reasonable efforts to cooperate with Indemnitor participate jointly in connection with its the defense of indemnifiable claimssuch claim, but shall do so at its own cost not subject to reimbursement under Section 9.02. In If the event ---- Indemnifying Party does not elect to take over the Indemnitee has defense of a claim or claims against any third third-party growing out of or connected with the indemnified matter, then upon receipt of indemnificationclaim, the Indemnitee Indemnified Party shall fully assign have the right to contest, compromise or settle such claim in the exercise of its reasonable judgment; provided, however, that the consent of the Indemnifying Party to any compromise or settlement of such claim shall be required if such compromise or settlement shall result in any liability to the Indemnitor the entire claim Indemnifying Party, which consent shall not be unreasonably withheld or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteedelayed.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of If a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee Claim by a third partyparty is made against one of the Customer Indemnified Persons or one of the Supplier Indemnified Persons (an “Indemnified Party”), and if such Party intends to seek indemnity with respect thereto under this Section 11, such Indemnified Party shall promptly notify Supplier or Customer, as the case may be (ii) sixty (60) days after the assertion “Indemnitor”), of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing soClaims. The Indemnitor shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, however, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Indemnitor, at the Indemnitor’s cost and expense, (withi) has undertaken the defense of, if necessaryand assumed full indemnification responsibility with respect to, reservation of rightssuch Claim, (ii) defend is reasonably contesting such Claim in good faith, by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit or proceeding at its expenseother security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnified Party for payment of such Claim, using counsel selected by the insurance company insuring against Indemnified Party shall not pay or settle any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayedClaim. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid Notwithstanding compliance by the Indemnitor and with the preceding sentence, the Indemnified Party shall have the right to pay or settle any such Claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor shall thereupon be subrogated for such Claim. If, within 30 days after the receipt of the Indemnified Party’s notice of a Claim of indemnity hereunder, the Indemnitor does not notify the Indemnified Party that it elects, at the Indemnitor’s cost and expense, to undertake the defense thereof and assume full responsibility for all liabilities with respect thereto imposed on it by this Section 11, or gives such notice and thereafter fails to contest such claim Claim in good faith or claims to prevent action to foreclose a lien against or attachment of the IndemniteeIndemnified Party’s property as contemplated above, the Indemnified Party shall have the right to contest, settle or compromise the Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Indemnification Procedure. A party (i) The Person seeking indemnification under this Section 7.3 (the ------------------------- "Indemnitee"“Indemnified Party”) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party party(ies) from whom indemnification is sought (the "Indemnitor"“Indemnifying Party”) prompt written notice (in the case of indemnification under Section 7.3(a), such notice shall be given to the Shareholders’ Agent) of any third-party claim which may give rise to any indemnity obligation under this Section 7.3, and the assertion Indemnifying Party will have the right to assume the defense of a any such claim for indemnificationthrough counsel of its own choosing, but by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in no event longer than (i) thirty (30) days after service any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of process the Indemnifying Party if, in the event litigation is commenced against reasonable judgment of counsel to the Indemnitee by Indemnified Party, a third partyconflict or potential conflict exists, or (ii) sixty (60) days after there are separate or additional defenses available to the assertion Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other in connection with the defense of any such claim. No The Indemnifying Party will not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such notice of assertion claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a claim shall satisfy consent order, injunction or decree that would restrict the requirements future activity or conduct of this Section 8.12 unless it describes in reasonable detail the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and in good faith (C) includes an unconditional release of the facts Indemnified Party and circumstances upon which the asserted claim its Affiliates for indemnification is based. If any action or proceeding shall be brought in connection with any all liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests arising out of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such any related claim. The Indemnified Party will not, or by other counsel selected by it and approved by without the Indemniteeprior written consent of the Indemnifying Party, which approval shall will not be unreasonably withheld withheld, delayed or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior conditioned, settle, compromise, or consent to the settlement entry of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated judgment with respect to any such claim or claims of the Indemniteeclaim.

Indemnification Procedure. A (a) The party seeking indemnification under this Agreement (the ------------------------- "IndemniteeIndemnified Party") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party from whom which indemnification is being sought (the "IndemnitorIndemnifying Party") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted Indemnified Party intends to base a claim for indemnification hereunder ("Notices"). Notice shall in all events be considered prompt if given (1) no later than 15 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (2) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Article VII; provided, however, that the failure to provide such Notice of claims promptly (so long as a notice of claims is basedgiven before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. If The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any action third-party claim, demand, lawsuit or other proceeding shall be brought in connection with any liability or claim to be indemnified which the Indemnified Party has claimed indemnification hereunder, and may elect (the Indemnitee "Election") to take over the defense of such claim within 10 business days following Notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that theglobe shall provide be permitted, at its option, to require that Sellers shall not take over the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing defense of any necessary responsive pleadings, claim brought by any Person with which theglobe or the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring Surviving Corporation has a material business relationship against any member of theglobe Indemnified Group for which indemnification is available pursuant to this Article VII, and upon exercise of such claim and undertaking to option such member of theglobe Indemnified Group shall defend such claim, subject to the following conditions: (i) the Sellers shall be entitled, in their discretion and at their expense, to engage counsel and to participate in any discussions, meetings, negotiations and other communications which may be held or by other counsel selected by it conducted between such member of theglobe Indemnified Group and approved such customer or supplier, or their respective counsels, with respect to such claim; (ii) such member of theglobe Indemnified Group shall consult with a representative of the Sellers (assuming one has been appointed by the IndemniteeSellers) before making or communicating to such customer or supplier, or its counsel, any decisions concerning such member's strategy or position with respect to the defense of such claim; and (iii) such member of theglobe Indemnified Group shall not settle or otherwise dispose of such claim without the consent of the aforementioned representative of the Sellers. If the Indemnifying Party makes an Election, (x) it shall keep the Indemnified Party informed as to the status of the applicable matter and shall send promptly copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement or disposition shall be required if such settlement or disposition shall result in or would reasonably be expected to result in any Liability to, equitable relief against or adverse business effect on the Indemnified Party, which approval consent shall not be unreasonably withheld or delayed. The Indemnitor , and (z) the Indemnified Party shall keep have the Indemnitee fully apprised at all times of the status of right to participate jointly in the defense and of such claim, but shall consult with do so at its own cost not subject to reimbursement. If the Indemnitee prior Indemnifying Party does not elect to take over the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third third-party growing out of or connected with the indemnified matter, then upon receipt of indemnificationclaim, the Indemnitee Indemnified Party shall fully assign have the right to the Indemnitor the entire claim contest, compromise or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to settle such claim or claims in the exercise of the Indemniteeits reasonable judgment.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") shall use its commercially reasonable best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification; provided, but in no event longer than (i) thirty (30) days after service of process in however, that the event litigation is commenced against Indemnitee's failure to notify the Indemnitor shall not excuse the Indemnitor's obligation to indemnify the Indemnitee by a third party, or (ii) sixty (60) days after except to the assertion extent that such failure prejudices the Indemnitor's defense of any such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 13 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.connection

Indemnification Procedure. A party seeking Whenever any claim of the type which would occasion indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee Section 21 is asserted or threatened by any Indemnified Party against any Indemnifying Party, the Indemnified Party shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion promptly notify such Indemnifying Party of such claim. No such The notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith include, if known, the facts and circumstances upon which constituting the asserted claim basis for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, including, if known, the amount or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times an estimate of the status amount of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claimsliability arising therefrom. In the event of any claim for indemnification hereunder resulting from or in connection with the Indemnitee has a claim or claims against any third party growing out legal proceedings of or connected with the indemnified matter, then upon receipt of indemnificationa claimant not a Party to this Agreement, the Indemnitee Indemnifying Party shall fully assign have the right, at its option, at its expense and with its own counsel which counsel shall be reasonably satisfactory to the Indemnitor Indemnified Party to assume the entire claim or claims to the extent defense of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to any such claim or claims any litigation resulting from such claim or to participate with its own counsel which counsel shall be reasonably satisfactory to the Indemnified Party in the compromise or defense thereof. If the Indemnifying Party undertakes to assume the defense of any such claim or litigation or participate in the compromise thereof, it shall promptly notify the Indemnified Party of its intention to do so, and, as a condition to the Indemnifying Party’s indemnification obligation, the Indemnified Party shall cooperate reasonably with the Indemnifying Party and its counsel (but at the sole expense of the IndemniteeIndemnifying Party) in the defense against or compromise of any such claim or litigation. Anything in this Section 21(b) to the contrary notwithstanding, no Indemnified Party shall compromise or settle any such claim or litigation without the prior written consent of the applicable Indemnifying Party, which consent will not be unreasonably withheld; provided, however, that if the Indemnified Party shall have any potential liability with [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. respect to, or may be adversely affected by, such claim or litigation, the Indemnifying Party shall not settle or compromise such claim or litigation without the prior written consent of the Indemnified Party.

Indemnification Procedure. 6.5.1 A party seeking indemnification pursuant to Section 6 (an “Indemnified Partner”) shall give prompt notice to the party from whom such indemnification is sought (the ------------------------- "Indemnitee"“Indemnifying Party”) shall use its best efforts to minimize of the assertion of any liabilitiesclaim, damagesincluding any claim brought by a third party, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee hereunder (a “Claim”) and shall give prompt the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). If the Indemnifying Party establishes to the reasonable satisfaction of the Indemnified Partner that the Indemnifying Party has (and will continue to have) adequate financial resources to satisfy and discharge such Claim, the Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the party from whom indemnification is sought Indemnified Partner (which notice shall state that the "Indemnitor"Indemnifying Party expressly agrees that as between the Indemnifying Party and the Indemnified Partner, the Indemnifying Party shall be solely obligated to satisfy and discharge the Claim) of the assertion of a claim for indemnification, but in no event longer than (i) within thirty (30) days after service of process in receipt of notice from the event litigation is commenced against Indemnified Partner of the Indemnitee by a third party, commencement of or (ii) sixty (60) days after the assertion of any Claim, to assume the defense of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expenseClaim, using counsel selected by the insurance company insuring Indemnifying Party and reasonably acceptable to the Indemnified Partner, provided that the Indemnifying Party shall not have the right to assume the defense of a Claim (A) seeking an injunction, restraining order, declaratory relief or other non-monetary relief against the Indemnified Partner (whether or not the Indemnifying Party is also named as a party) or (B) if the named parties to any such claim action (including any impleaded parties) includes both the Indemnified Partner and undertaking the Indemnifying Party and the Indemnified Partner shall have been advised by counsel that there are one or more legal or equitable defenses available to defend the Indemnified Partner which are different from those available to the Indemnifying Party; in which case such claim, or by other counsel selected by it Indemnified Partner shall have the right to participate in the defense of a Claim of the type set forth in clause (A) and/or (B) above and approved all Damages in connection therewith shall be reimbursed by the IndemniteeIndemnifying Party. In addition, which approval if the Indemnifying Party fails to give the Indemnified Partner the Notice complying with the provisions stated above within the stated time period, the Indemnified Partner shall not be unreasonably withheld or delayed. The Indemnitor shall keep have the Indemnitee fully apprised at all times of the status right to assume control of the defense of the Claim and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor all Damages in connection with its defense of indemnifiable claims. In therewith shall be reimbursed by the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then Indemnifying Party upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent demand of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the IndemniteeIndemnified Partner.

Indemnification Procedure. A The indemnified party seeking indemnification (shall promptly notify the ------------------------- "Indemnitee") shall use its best efforts to minimize indemnifying party in writing of any liabilities, damages, deficiencies, claims, judgments, assessments, costs Action and expenses in respect of which indemnity may be sought under this Agreementcooperate with the indemnifying party at the indemnifying party's sole cost and expense. The Indemnitee indemnifying party shall give prompt written notice to not settle any Action in a manner that adversely affects the party from whom indemnification is sought (the "Indemnitor") rights of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in indemnified party without the event litigation is commenced against the Indemnitee by a third indemnified party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee's prior written consent, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep indemnified party may retain counsel of its choice to observe the Indemnitee fully apprised proceedings at all times of the status of the defense its own cost and shall consult with the Indemnitee prior to the settlement of any indemnified matterexpense. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claimsLIMITATIONS OF LIABILITY. In the event the Indemnitee has a claim No Consequential or claims against any third party growing out of or connected with the indemnified matterIndirect Damages. NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, then upon receipt of indemnificationINCIDENTAL, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the IndemniteeCONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Cap on Monetary Damages. EACH PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE COMMENCEMENT OF THE CLAIM.

Indemnification Procedure. A party seeking indemnification (If there occurs an event which any Buyer Indemnified Party asserts is an indemnifiable event pursuant to this Section 9, the ------------------------- "Indemnitee") Buyer Indemnified Party shall use its best efforts promptly notify in writing the Sellers of the occurrence of such event; provided, however, that the failure of the Buyer Indemnified Party to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect give the Sellers timely notice as provided herein shall not relieve Sellers of which indemnity may be sought Sellers’ obligations under this AgreementSection 9, except to the extent Sellers are actually and materially prejudiced thereby. The Indemnitee If the Buyer Indemnified Party shall give the Sellers prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No Third Party Claim or the commencement of such notice of assertion of a claim shall satisfy action, suit or proceeding, and upon written request by the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunderBuyer, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to Sellers shall, at Sellers’ election at any time, promptly defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of assume the defense and continue the defense of such Third Party Claim at the Sellers’ expense; provided, that the Sellers shall consult with the Indemnitee prior not consent to the settlement entry of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In judgment or enter into any settlement or compromise without the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent written consent of the indemnification actually Buyer Indemnified Party (such consent not to be unreasonably withheld); provided, however, that no such consent shall be required as long as it is solely a monetary settlement (that will be paid entirely by the Indemnitor and Sellers) that provides a full release of the Indemnitor shall thereupon be subrogated Buyer Indemnified Party with respect to such claim or claims matter and does not contain an admission of liability on the part of the IndemniteeBuyer Indemnified Party and will not have an ongoing adverse affect on the business or operations of the Buyer Indemnified Party. If the Sellers elect not to defend, fail to undertake or continue such defense, the Buyer shall have the right (but not the obligation) to make and continue such defense as it considers appropriate, and the expenses and costs thereof (including but not limited to reasonable attorneys’ fees, out-of-pocket costs and the costs of an appeal and bond thereof, together with the amounts of any judgment rendered against the Buyer) shall be paid by the Sellers. Notwithstanding the election by the Sellers to assume any defense, the Buyer shall have the right to participate in such defense at its own expense.

Indemnification Procedure. A (a) Promptly after receipt by a Charter LLC Indemnified Party or a Magellan Indemnified Party (each an "Indemnified Party") of notice by a third party seeking of any complaint or the commencement of any action or proceeding with respect to which indemnification is being sought hereunder, such Indemnified Party shall notify Charter LLC, if the Indemnified Party is a Magellan Indemnified Party, or Magellan, if the Indemnified Party is a Charter LLC Indemnified Party (the ------------------------- "IndemniteeIndemnifying Party") ), of such complaint or of the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought not relieve the Indemnifying Party from liability for such claim arising otherwise than under this AgreementAgreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability which the Indemnifying Party may have under this Agreement with respect to such claim if, but only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnitee Indemnifying Party shall give prompt have the right, upon written notice to the party from whom indemnification is sought (Indemnified Party, to assume the "Indemnitor") defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion reasonable fees and disbursements of such claimcounsel. No In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case in a timely manner, then such notice Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of assertion such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of a claim shall satisfy the requirements of this Section 8.12 unless it describes more than one counsel for all Indemnified Parties in reasonable detail and any jurisdiction in good faith the facts and circumstances upon which the asserted claim for indemnification is basedany single action or proceeding. If In any action or proceeding shall be brought in connection with any liability or claim respect to be indemnified which indemnification is being sought hereunder, the Indemnitee Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall provide have the Indemnitor twenty (20) calendar days right to decide whether participate in such litigation and to defend retain its own counsel at such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing soparty's own expense. The Indemnitor Indemnifying Party or the Indemnified Party, as the case may be, shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which it is maintaining and shall consult to cooperate in good faith with the Indemnitee prior to Indemnifying Party or the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In Indemnified Party, as the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified mattercase may be, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to the defense of any such claim or claims of the Indemniteeaction.

Indemnification Procedure. A party seeking indemnification In the event of any such claim against any Genzyme Indemnitee or Alnylam Indemnitee (individually, an “Indemnitee”), the ------------------------- "Indemnitee") indemnified Party shall use promptly notify the other Party in writing of the claim and the indemnifying Party shall manage and control, at its best efforts to minimize any liabilitiessole expense, damages, deficiencies, claims, judgments, assessments, costs the defense of the claim and expenses in respect of which indemnity may be sought under this Agreementits settlement. The Indemnitee shall give prompt cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written notice to authorization. Notwithstanding the party from whom indemnification is sought (foregoing, if the "Indemnitor") indemnifying Party believes that any of the assertion exceptions to its obligation of a claim for indemnificationindemnification of the Indemnitees set forth in Sections 11.1 (General Indemnification by Genzyme) or 11.2 (General Indemnification by Alnylam) may apply, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against indemnifying Party shall promptly notify the Indemnitee by a third partyIndemnitees, or (ii) sixty (60) days after which shall then have the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim right to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of represented in any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding by separate counsel at its their expense, using counsel selected by provided that the insurance company insuring against any indemnifying Party shall be responsible for payment of such claim and undertaking expenses if the Indemnitees are ultimately determined to defend be entitled to indemnification from the indemnifying Party for the matters to which the indemnifying Party notified the Indemnitees that such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayedexception(s) may apply. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matterCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the IndemniteeA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedure. A (a) The party seeking indemnification under this Agreement (the ------------------------- "IndemniteeIndemnified Party") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party Party from whom indemnification is being sought (the "IndemnitorIndemnifying Party") (or, if indemnification is sought pursuant to the Escrow Agreement, the Sellers and the Escrow Agent) of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted Indemnified Party intends to base a claim for indemnification hereunder ("Notices"). Notice shall in all events be considered prompt if given (1) no later than 15 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (2) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Article VIII; provided, however, that the failure to provide such Notice of claims promptly (so long as a notice of claims is basedgiven before the date on which the applicable representation or warranty has ceased to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. If The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any action third-party claim, demand, lawsuit or other proceeding shall be brought in connection with any liability or claim to be indemnified which the Indemnified Party has claimed indemnification hereunder, and may elect (the Indemnitee shall provide "Election") to take over the Indemnitor twenty (20) calendar defense of such claim within 10 business days following Notice thereof upon its written unconditional acknowledgment of its obligation to decide whether indemnify the Indemnified Party with respect to defend such liability or claim. During such periodNotwithstanding the foregoing, Buyer shall be permitted, at its option, to require that the Indemnitee Sellers shall not take all necessary steps to protect over the interests of itself and the Indemnitor, including the filing defense of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring claim brought against any member of Buyer Indemnified Group by any Person with which Buyer has a material business relationship, which material business relationship predates this Agreement, and upon exercise of such claim and undertaking to option such member of Buyer Indemnified Group shall defend such claim, subject to the following conditions: (i) the Sellers shall be entitled, in their discretion and at their expense, to engage counsel and to participate in any discussions, meetings, negotiations and other communications which may be held or by other counsel selected by it conducted between such member of Buyer Indemnified Group and approved by such customer or supplier, or their respective counsels, with respect to such claim; (ii) such member of Buyer Indemnified Group shall consult with the IndemniteeSellers before making or communicating to such customer or supplier, or its counsel, any decisions concerning such member's strategy or position with respect to the defense of such claim; and (iii) such member of Buyer Indemnified Group shall not settle or otherwise dispose of such claim without the consent of the Sellers (which approval consent shall not be unreasonably withheld or delayed). The Indemnitor If the Indemnifying Party makes an Election, (x) it shall keep the Indemnitee fully apprised at all times of Indemnified Party informed as to the status of the defense applicable matter and shall consult with the Indemnitee prior send promptly copies of all pleadings to the settlement Indemnified Party, (y) shall not settle or otherwise dispose of any indemnified matter. Indemnitee agrees claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), and (z) the Indemnified Party shall have the right to use reasonable efforts to cooperate with Indemnitor participate jointly in connection with its the defense of indemnifiable claimssuch claim, but shall do so at its own cost not subject to reimbursement. In If the event Indemnifying Party does not elect to take over the Indemnitee has defense of a claim or claims against any third third-party growing out of or connected with the indemnified matter, then upon receipt of indemnificationclaim, the Indemnitee Indemnified Party shall fully assign have the right to the Indemnitor the entire claim contest, compromise or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to settle such claim or claims in the exercise of the Indemniteeits reasonable judgment.

Indemnification Procedure. A party seeking Neither WYZZ nor Nexstar shall be entitled to indemnification pursuant to this Section unless such claim for indemnification is asserted in a written notice delivered to the other Party, together with a statement as to the factual basis for the claim and the amount of the claim. Together with such notice or promptly following the delivery thereof, the Party making the claim (the ------------------------- "IndemniteeClaimant") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice make available to the party from whom indemnification is sought other Party (the "Indemnitor") information relied upon by the Claimant to substantiate the claim. Such notice shall be given promptly following Claimant knowing or having reason to know about such claim; provided, the Indemnitor shall be relieved of a liability for Claimant's failure to provide notice only if, and to the extent, adversely impacted by such failure. The Indemnitor under this Section 26(c) shall have the right to conduct and control through counsel of its own choosing the defense of any third Party claim, action or suit (and the Claimant shall cooperate fully with the Indemnitor), but the Claimant may, at its election, participate in the defense of any such claim, action or suit at its sole cost and expense; provided, that, if the Indemnitor shall fail to defend any such claim, action or suit, then the Claimant may defend through counsel of its own choosing such claim, action or suit, and (so long as it gives the Indemnitor at least fifteen (15) days' notice of the assertion terms of a claim for indemnificationthe proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof), but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of Claimant may settle such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any , action or proceeding shall be brought in connection with any liability or claim suit, and, if Claimant is entitled to be indemnified by Indemnitor hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement Claimant may recover from the Indemnitor the amount of its such settlement or of any judgment and the costs and expenses in doing soof such defense. The Indemnitor shall (withnot compromise or settle any third Party claim, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by suit without the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by prior written consent of the IndemniteeClaimant, which approval shall consent will not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.

Indemnification Procedure. A Promptly after receipt by an indemnified party seeking indemnification (under this Section 1.8 of notice of the ------------------------- "Indemnitee") shall use its best efforts to minimize commencement of any liabilitiesaction, damagessuch indemnified party will, deficiencies, claims, judgments, assessments, costs and expenses if a claim in respect of which indemnity may thereof is to be sought made against an indemnifying party under this AgreementSection 1.8, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The Indemnitee indemnifying party shall give prompt written notice have the right to participate in and to assume the party from whom indemnification is sought (the "Indemnitor") defense of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking shall be entitled to defend select counsel for the defense of such claim, or by other counsel selected by it and approved by claim with the Indemniteeapproval of any parties entitled to indemnification, which approval shall not be unreasonably withheld withheld. Notwithstanding the foregoing, the parties entitled to indemnification shall have the right to employ separate counsel (reasonably satisfactory to the indemnifying party) to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified parties unless the named parties to such action or delayed. The Indemnitor proceeding include both the indemnifying party and the indemnified parties and the indemnified party or such indemnified parties shall keep have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the Indemnitee fully apprised indemnifying party (in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at all times the reasonable expense of the status indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the defense and indemnified party, as the case may be, it being understood, however, that the indemnifying party shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor not, in connection with its defense of indemnifiable claims. In any such action or proceeding or separate or substantially similar or related action or proceeding in the event the Indemnitee has a claim or claims against any third party growing same jurisdiction arising out of the same general allegations or connected with circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for the indemnifying party and all indemnified parties, which counsel shall be designated in writing by the Holders owning a majority in interest of the Registrable Securities participating in the offering of securities. If the indemnifying party withholds consent to a settlement or proposed settlement by the indemnified matterparty, then upon receipt of indemnification, the Indemnitee it shall fully assign acknowledge to the Indemnitor the entire claim or claims to the extent of the indemnified party its indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeobligations hereunder.

Indemnification Procedure. A party seeking indemnification (the ------------------------- a) Promptly after receipt by a Purchaser Indemnified Party or a Company Indemnified Party (hereinafter collectively referred to as an "IndemniteeIndemnified Party") shall use its best efforts of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity such Indemnified Party may be sought under this Agreement. The Indemnitee shall give prompt written notice entitled to receive payment from the party from whom indemnification is sought other Party for any Purchaser Losses or Company Losses (as the case may be), such Indemnified Party will notify the Purchaser or the Company, as the case may be (the "IndemnitorIndemnifying Party") of the assertion of a claim for indemnification), but in promptly (to be defined as no event longer more than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third partydays, or sooner if action is required in less than thirty (ii30) sixty (60days) days after following the assertion Indemnified Party's receipt of such claim. No such complaint or of notice of assertion the commencement of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any such audit, investigation, action or proceeding shall be brought in connection with any liability or claim proceeding. The Indemnifying Party will have the right, upon written notice delivered to be indemnified hereunder, the Indemnitee shall provide the Indemnitor Indemnified Party within twenty (20) calendar days thereafter assuming full responsibility for any Purchaser Losses or Company Losses (as the case may be) resulting from such audit, investigation, action or proceeding, to decide whether to defend assume the defense of such liability audit, investigation, action or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitorproceeding, including the filing employment of any necessary responsive pleadingscounsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. If, however, the seeking Indemnifying Party declines or fails to assume the defense of emergency relief or other action necessary to maintain the status quoaudit, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (withinvestigation, if necessary, reservation of rights) defend such action or proceeding at its expenseon the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, using in either case within such twenty (20) day period, then such Indemnified Party may employ counsel selected by the insurance company insuring against to represent or defend it in any such claim audit, investigation, action or proceeding and undertaking to defend the Indemnifying Party will pay the reasonable fees and disbursements of such claimcounsel as incurred; provided, or by other counsel selected by it and approved by however, that the Indemnitee, which approval shall Indemnifying Party will not be unreasonably withheld required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or delayedproceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnitor shall keep Indemnifying Party or the Indemnitee fully apprised Indemnified Party, as the case may be, will at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts matter the defense of which they are maintaining and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemniteematter.

Indemnification Procedure. A (a) The party seeking indemnification under this Agreement (the ------------------------- "IndemniteeIndemnified Party") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party from whom which indemnification is being sought (the "IndemnitorIndemnifying Party") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted Indemnified Party intends to base a claim for indemnification hereunder ("Indemnification Notices"). The Indemnification Notice shall in all events be considered prompt if given (a) no later than 30 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (b) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Section 9.03; provided, however, that the failure to provide such Notice of claims promptly (so long as a notice of claims is basedgiven before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. If The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any action third-party claim, demand, lawsuit or other proceeding shall be brought in connection with any liability or claim to be indemnified which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the Indemnitee defense of such claim within 10 days following notice thereof; provided, however, that Stockholders shall provide not be permitted to take over the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing defense of any necessary responsive pleadings, claim brought by any customer or supplier of the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring Business against any member of Buyers' Indemnified Group for which indemnification is available pursuant to this Article IX, and such claim and undertaking to member of Buyers' Indemnified Group shall defend such claim; provided, further, that no member of Buyers' Indemnified Group shall not settle or by other counsel selected by it and approved by otherwise dispose of any claim without the Indemniteeconsent of the Stockholders' Representative, which approval consent shall not be unreasonably withheld or delayed. The Indemnitor If the Indemnifying Party makes such an election, (x) it shall keep the Indemnitee fully apprised at all times of Indemnified Party informed as to the status of the defense such matter and shall consult promptly send copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the Indemnitee prior sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement of or disposition shall be required if such settlement or disposition shall result in any indemnified matter. Indemnitee agrees liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and (z) the Indemnified Party shall have the right to use reasonable efforts to cooperate with Indemnitor participate jointly in connection with its the defense of indemnifiable claimssuch claim, but shall do so at its own cost not subject to reimbursement under Section 9.02. In If the event Indemnifying Party does not elect to take over the Indemnitee has defense of a claim or claims against any third third-party growing out of or connected with the indemnified matter, then upon receipt of indemnificationclaim, the Indemnitee Indemnified Party shall fully assign have the right to contest, compromise or settle such claim in the exercise of its reasonable judgment; provided, however, that the consent of the Indemnifying Party to any compromise or settlement of such claim shall be required if such compromise or settlement shall result in any liability to the Indemnitor the entire claim Indemnifying Party, which consent shall not be unreasonably withheld or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteedelayed.

Indemnification Procedure. A party seeking If either the Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, as the case may be (the “Indemnitee”), has a claim or potential claim or receives notice of any claim or potential claim or the commencement of any action or proceeding that could give rise to an obligation on the part of the Selling Parties, on the one hand, or Purchaser, on the other hand, as the case may be, to provide indemnification (the ------------------------- "Indemnitee"“Indemnifying Party”) pursuant to Sections 8.1 or 8.6, Purchaser, on behalf of the Purchaser Indemnified Parties, and Seller, on behalf of the Seller Indemnified Parties, shall use its best efforts to minimize any liabilitiespromptly give the Indemnifying Party notice thereof. Such notice shall describe the claim in reasonable detail, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to indicate the party from whom indemnification is sought amount (the "Indemnitor"estimated if necessary) of the assertion Losses that has been or may be sustained by the Indemnitee and shall be accompanied by supporting documentation, if any. The Indemnifying Party may elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted Liability of a claim for indemnificationthe Indemnitee. If the Indemnifying Party elects to compromise or defend such asserted Liability, but in no event longer than (i) it shall within thirty (30) days after service (or sooner, if the nature of process the asserted Liability so requires) notify the Indemnitee of its intent to do so and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the event litigation is commenced against compromise of, or defense against, any such asserted Liability. If the Indemnifying Party fails to compromise or defend such asserted Liability, or fails to notify the Indemnitee of its election as herein provided following the earlier notice given by Indemnitee to the Indemnifying Party of a third partyclaim or a potential claim, the Indemnitee may pay, compromise or (ii) sixty (60) days defend such asserted Liability, and the Indemnifying Party shall indemnify the Indemnitee for any Losses indemnifiable under Section 8.1 or Section 9.1 incurred in connection therewith. Notwithstanding the foregoing, the Indemnifying Party may not settle or compromise any claim without the consent of the Indemnitee, which consent shall not be withheld if the settlement or compromise does not result in any Liability to the Indemnitee or require the Indemnitee to take any action or refrain from taking any action or otherwise restrict or limit in any way Purchaser’s ability to operate the Acquired Business after the assertion Closing. In any event, the Indemnitee and the Indemnifying Party may each participate, at its own expense, in the defense of such asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense and shall, at the expense of the Indemnifying Party, otherwise cooperate with and assist in the defense of such claim. No Notwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of such notice of assertion asserted Liability to the extent that (a) there are reasonable legal defenses available to such Indemnitee or to other Indemnitees that are of a claim material benefit to such Indemnitee and are materially different from or additional to those available to the Indemnifying Party or (b) in the reasonable opinion of counsel to such Indemnitee, a conflict or potential conflict exists between the Indemnifying Party and such Indemnitee that would make such separate representation advisable; provided, however, that the Indemnifying Party shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim not be required to pay for indemnification is based. If any action or proceeding shall be brought more than one such additional counsel for all Indemnitees in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.

Indemnification Procedure. A party An Indemnified Party seeking indemnification shall deliver an Officer's Certificate to the Indemnifying Party identifying Losses incurred, accrued or sustained; provided that, with respect to any claim for indemnification pursuant to clause (i) of Section 8.2(a), in the ------------------------- "Indemnitee"case of a claim by Buyer, or pursuant to clause (i) of Section 8.2(b), in case of a claim by Seller, the Officer's Certificate relating to such claim shall use its best efforts be delivered prior to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect the termination of the representation or warranty the breach or inaccuracy of which indemnity may be sought under this Agreementgives rise to the claim for indemnification. The Indemnitee shall give prompt Indemnifying Party may object to any such claim set forth in such Officer's Certificate by providing, within 30 days following delivery of such Officer's Certificate, written notice to the party from whom Indemnified Party specifying the basis for such party's objection. If an objection to the amount of Losses specified in such Officer's Certificate is provided by the Indemnifying Party, and such Indemnifying Party and the Indemnified Party are unable to resolve such dispute after good faith discussions within 30 days following the delivery of such objection notice, such dispute shall be resolved in accordance with Section 10.10. If no such objection is made, the Indemnifying Party shall promptly pay the claim. In the case of indemnification is sought by Seller and at the option of Buyer, the outstanding principal amount of the Convertible Stock Note shall be reduced by the amount of the Losses (the an "IndemnitorIndemnification Set-Off Amount") provided, that, if the Indemnification Set-Off Amount exceeds the outstanding principal balance of the assertion Convertible Stock Note, then such excess Indemnification Set-Off Amount may, at Buyer's option, be applied to reduce the outstanding principal balance of a claim for indemnificationthe Convertible Cash Note(s), but in no event longer than provided, that (i) thirty (30) days after service if such Indemnification Set-Off Amount is applied to reduce the outstanding principal amount of process in the event litigation is commenced against the Indemnitee by a third partyConvertible Note, or (ii) sixty (60) days after if Seller disputes the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such Indemnified Party's claim and undertaking to defend (iii) if the Indemnified Party prevails in such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matterdispute, then upon receipt of indemnification, the Indemnitee Seller shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated indemnify Buyer for any accrued interest with respect to such claim or claims the principal amount of each Convertible Note that is reduced by the Indemnification Set-Off Amount for the period beginning on the day after the date of delivery of the IndemniteeOfficer's Certificate setting forth the claim until the date that such Indemnification Set-Off Amount is applied to reduce the outstanding principal amount of such Convertible Note. Any accrued interest that Seller is obligated to indemnify Buyer for pursuant to the previous sentence shall be added to such Indemnification Set-Off Amount.

Indemnification Procedure. A (a) The party seeking indemnification under this Agreement (the ------------------------- "IndemniteeIndemnified Party") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party from whom which indemnification is being sought (the "IndemnitorIndemnifying Party") (or, if indemnification is sought pursuant to the Escrow Agreement, Seller and the Escrow Agent) of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted Indemnified Party intends to base a claim for indemnification hereunder ("Indemnification Notice"). Indemnification Notice shall in all events be considered prompt if given (1) no later than 15 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (2) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Article VIII; provided, however, that the failure to provide such Indemnification Notice of claims promptly (so long as a notice of claims is basedgiven before the date on which the applicable representation or warranty has ceased to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. If The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any action third-party claim, demand, lawsuit or other proceeding shall be brought in connection with any liability or claim to be indemnified which the Indemnified Party has claimed indemnification hereunder, and may elect (the Indemnitee "Election") to take over the defense of such claim within 10 business days following Indemnification Notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that Parent shall provide be permitted, at its option, to require that Seller or the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, Stockholders shall not take over the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing defense of any necessary responsive pleadings, the seeking of emergency relief claim brought by any Person with which Parent or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring Acquisition Sub has a material business relationship against any member of Parent Indemnified Group for which indemnification is available pursuant to this Article VIII, and upon exercise of such claim and undertaking to option such member of Parent Indemnified Group shall defend such claim, subject to the following conditions: (i) Seller and the Stockholders shall be entitled, in their discretion and at their expense, to engage counsel and to participate in any discussions, meetings, negotiations and other communications which may be held or by other counsel selected by conducted between such member of Parent Indemnified Group and such customer or supplier, or their respective counsels, with respect to such claim; (ii) such member of Parent Indemnified Group shall consult with Seller before making or communicating to such customer or supplier, or its counsel, any decisions concerning such member's strategy or position with respect to the defense of such claim; and (iii) such member of Parent Indemnified Group shall not settle or otherwise dispose of such claim without the consent of Seller. If the Indemnifying Party makes an Election, (x) it shall keep the Indemnified Party informed as to the status of the applicable matter and approved by shall send promptly copies of all pleadings to the IndemniteeIndemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement or disposition shall be required if such settlement or disposition shall result in or would reasonably be expected to result in any Liability to, equitable relief against or adverse business effect on the Indemnified Party, which approval consent shall not be unreasonably withheld or delayed. The Indemnitor , and (z) the Indemnified Party shall keep have the Indemnitee fully apprised at all times of the status of right to participate jointly in the defense and of such claim, but shall consult with do so at its own cost not subject to reimbursement. If the Indemnitee prior Indemnifying Party does not elect to take over the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third third-party growing out of or connected with the indemnified matter, then upon receipt of indemnificationclaim, the Indemnitee Indemnified Party shall fully assign have the right to the Indemnitor the entire claim contest, compromise or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to settle such claim or claims in the exercise of the Indemniteeits reasonable judgment.

Indemnification Procedure. A If any indemnified party seeking indemnification under this Clause 14 (the ------------------------- "Indemnitee"“Indemnified Party”) shall use its best efforts receives notice of any claim or the commencement of any action or proceeding with respect to minimize which any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under party is obligated to provide indemnification pursuant to this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought Clause 14 (the "Indemnitor") of “Indemnifying Party”), such Indemnified Party shall promptly notify the assertion of a claim for indemnificationIndemnifying Party, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third partywriting, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim The Indemnifying Party shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor have twenty (20) calendar business days after said notice is given to decide whether elect, by written notice given to defend such liability or claim. During Indemnifying Party, to undertake, conduct and control, through counsel of their own choosing (subject to the consent of such periodIndemnified Party, such consent not to be unreasonably withheld) and at their sole risk and expense, the Indemnitee shall take all necessary steps to protect the interests good faith settlement or defense of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by such Indemnified Party shall cooperate with the IndemniteeIndemnifying Party in connection therewith; provided: (a) all settlements require prior reasonable consultation with the Indemnified Party and the prior written consent of the Indemnified Party, which approval consent shall not be unreasonably withheld withheld, and (b) the Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party (provided that the fees and expenses of such counsel shall be borne by the Indemnified Party). So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. If the Indemnifying Party does not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the Indemnifying Party fails to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnified Party shall have the right to contest, settle or compromise (provided, that, all settlements or compromises require the prior reasonable consultation with the Indemnifying Party and the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitor shall keep ) the Indemnitee fully apprised claim at all times their exclusive discretion, at the risk and expense of the status Indemnifying Party. Regardless of which party is controlling the defense of any claim, each party shall act in good faith and shall consult with the Indemnitee prior provide reasonable documents and cooperation to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In party handling the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteedefense.

Indemnification Procedure. A party seeking All Losses and Expenses incurred by the Indemnitee in connection with a Claim which are subject to indemnification (by the ------------------------- "Indemnitee") Company pursuant to the provisions of this Agreement shall use its best efforts be appropriately substantiated by the Indemnitee in accordance with the reasonable policies of the Company in effect from time to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect time. All payments on account of which indemnity may be sought the Company’s indemnification obligations under this Agreement. The Indemnitee , other than advances pursuant to Section 3, shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) be made within thirty (30) days after service of process in the event litigation is commenced against Indemnitee’s written request therefor unless, prior to the expiration of such thirty (30) day period, a determination that the Indemnitee is not permitted to be indemnified under applicable law is made by (i) a third partymajority vote of the disinterested directors of the Company, or even though less than a quorum; (ii) sixty a majority vote of the disinterested stockholders of the Company; (60iii) days after independent legal counsel, selected by majority vote of the assertion disinterested directors of such claimthe Company and reasonably acceptable to the Indemnitee, in a written opinion; or (iv) a final order by a court of competent jurisdiction from which there is no further right of appeal. No such notice of assertion of a claim shall satisfy Notwithstanding the requirements foregoing provisions of this Section 8.12 unless it describes 6, a determination pursuant to clause (i), (ii) or (iii) above that the Indemnitee is not entitled to indemnification under applicable law shall not be binding on the Indemnitee and shall not create any presumption that the Indemnitee has not met the applicable standard of conduct required by applicable law if, within thirty (30) days of the Indemnitee’s receipt of written notice of such determination, the Indemnitee commences legal proceedings in reasonable detail a court of competent jurisdiction seeking a determination that the Indemnitee would be entitled to indemnification by the Company under applicable law. In such event, the Company shall have the burden of proving that indemnification of the Indemnitee is not required under this Agreement, and the final disposition of such proceeding (whether by settlement or judicial determination as to which all rights of appeal therefrom have been taken or lapsed) shall be binding on the parties. During the pendency of any such proceeding (and any appeal therefrom) and until its final disposition, the Company shall pay the Indemnitee all of the expenses of such proceeding. In the event that any action is instituted in good faith the facts and circumstances upon which the asserted claim for Indemnitee seeks indemnification is based. If under this Agreement, or to enforce or interpret any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunderof the terms of this Agreement, the Indemnitee shall provide the Indemnitor twenty (20) calendar days be entitled to decide whether to defend such liability or claim. During such periodbe paid all costs and expenses, including reasonable attorneys' fees and costs, incurred by the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim action, unless the court determines that such action was not brought in good faith or claims of was frivolous. The Indemnitee hereby undertakes to repay the IndemniteeCompany for all advances in connection with such proceeding if it shall ultimately be determined in such proceeding and all appeals therefrom that the Indemnitee is not entitled to indemnification hereunder.

Indemnification Procedure. A party seeking Whenever any claim of the type which would occasion indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee Section 21 is asserted or threatened by any Indemnified Party against any Indemnifying Party, the Indemnified Party shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion promptly notify such Indemnifying Party of such claim. No such The notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith include, if known, the facts and circumstances upon which constituting the asserted claim basis for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, including, if known, the amount or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times an estimate of the status amount of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claimsliability arising therefrom. In the event of any claim for indemnification hereunder resulting from or in connection with the Indemnitee has a claim or claims against any third party growing out legal proceedings of or connected with the indemnified matter, then upon receipt of indemnificationa claimant not a Party to this Agreement, the Indemnitee Indemnifying Party shall fully assign have the right, at its option, at its expense and with its own counsel which counsel shall be reasonably satisfactory to the Indemnitor Indemnified Party to assume the entire claim or claims to the extent defense of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to any such claim or claims any litigation resulting from such claim or to participate with its own counsel which counsel shall be reasonably satisfactory to the Indemnified Party in the compromise or defense thereof. If the Indemnifying Party undertakes to assume the defense of any such claim or litigation or participate in the compromise thereof, it shall promptly notify the Indemnified Party of its intention to do so, and, as a condition to the Indemnifying Party’s indemnification obligation, the Indemnified Party shall cooperate reasonably with the Indemnifying Party and its counsel (but at the sole expense of the IndemniteeIndemnifying Party) in the defense against or compromise of any such claim or litigation. Anything in this Section 21(b) to the contrary notwithstanding, no Indemnified Party shall compromise or settle any such claim or litigation without the prior written consent of the applicable Indemnifying Party, which consent will not be unreasonably withheld; provided, however, that if the Indemnified Party shall have any potential liability with [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. respect to, or may be adversely affected by, such claim or litigation, the Indemnifying Party shall not settle or compromise such claim or litigation without the prior written consent of the Indemnified Party.

Indemnification Procedure. A party seeking entitled to indemnification hereunder (the ------------------------- an "IndemniteeINDEMNIFIED PARTY") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to notify promptly the indemnifying party from whom indemnification is sought (the "IndemnitorINDEMNIFYING PARTY") in writing of the assertion commencement of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding with respect to which a claim for indemnification may be made pursuant to this AGREEMENT; provided, however, that the failure of any Indemnified PARTY to provide such notice shall not relieve the Indemnifying PARTY of its obligations under this AGREEMENT. In case any claim, action or proceeding is brought against an Indemnified PARTY and the Indemnified PARTY notifies the Indemnifying PARTY of the commencement thereof, the Indemnifying PARTY shall be brought entitled to participate therein and to assume the defence thereof, to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified PARTY, and after notice from the Indemnifying PARTY to such Indemnified PARTY that it so chooses, the Indemnifying PARTY shall not be liable to such Indemnified PARTY for any legal or other expenses subsequently incurred by such Indemnified PARTY in connection with any liability the defence thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying PARTY fails to take reasonable steps necessary to defend diligently the action or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor proceeding within twenty (20) calendar days after receiving notice from such Indemnified PARTY that the Indemnified PARTY believes it has failed to decide whether do so; or (ii) if such Indemnified PARTY who is a defendant in any claim or proceeding which is also brought against the Indemnifying PARTY reasonably shall have concluded that there may be one or more legal defences available to defend such liability Indemnified PARTY which are not available to the Indemnifying PARTY; or claim. During (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such periodcase, the Indemnitee Indemnified PARTY shall take have the right to assume or continue its own defence as set forth above (but with no more than one firm of counsel for all necessary steps to protect the interests of itself Indemnified PARTIES in each jurisdiction), and the Indemnitor, including Indemnifying PARTY shall be liable for any expenses therefor. For the filing avoidance of any necessary responsive pleadingsdoubt, the seeking of emergency relief expenses referred to in this Clause 9.6 shall be confined to the fees reasonably payable, as the case may be, to the counsels, lawyers, experts, auditors, valuers, tribunals, courts or other action necessary to maintain related parties for participating in the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action actions or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeproceedings.

Indemnification Procedure. A party seeking Promptly after the receipt by any Indemnified Person of notice or discovery of any claim or Proceeding giving rise to indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought rights under this Agreement. The Indemnitee shall Section 9.3, such Indemnified Person will give prompt the Indemnifying Person written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements or Proceeding (for purposes of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based9.3, a "Claim"). If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunderWithin ten days of delivery of such written notice, the Indemnitee shall provide the Indemnitor twenty (20) calendar days Indemnifying Person may, at its expense, elect to decide whether take all necessary steps properly to contest any Claim or to defend such liability Claim to conclusion or claimsettlement. During such periodIf the Indemnifying Person makes the foregoing election, then the Indemnitee shall Indemnifying Person will take all necessary steps to protect contest any such Claim or to defend such Claim to conclusion or settlement, and will notify the interests Indemnified Person of itself the progress of any such Claim, will permit the Indemnified Person, at such person's expense, to participate in such defense (PROVIDED, HOWEVER, that if a conflict of interest exists which would make it inappropriate, in the reasonable opinion of such Indemnified Person, for the same counsel to represent both the Indemnified Person and the IndemnitorIndemnifying Person in the resolution of such Claim, including then the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding Indemnified Person may retain separate counsel at its expense), using counsel selected by and will provide the insurance company insuring against Indemnified Person with reasonable access to all relevant information and documents relating to the Claim and the Indemnifying Person's prosecution or defense thereof. If the Indemnifying Person does not make such election, then the Indemnified Person shall be free to handle the defense of any such claim and undertaking Claim, will take all necessary steps to contest any such Claim or to defend such claimClaim to conclusion or settlement, or by other counsel selected by it and approved by will notify the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times Indemnifying Person of the status progress of any such Claim, and will permit the Indemnifying Person, at the expense of the Indemnifying Person, to participate in such defense and will provide the Indemnifying Person with reasonable access to all relevant information and documents relating to the Claim and such Indemnified Person's defense thereof. In either case, the party not in control of a Claim will fully cooperate with, and will cause its counsel, if any, to fully cooperate with, the other party in the conduct of the defense and shall consult with of such Claim. Neither party will compromise or settle any such Claim without the Indemnitee prior written consent of either such Indemnified Person (if the Indemnifying Person defends the Claim) or the Indemnifying Person (if such Indemnified Person defends the Claim), such consent not to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeunreasonably withheld.

Indemnification Procedure. A (a) The party seeking indemnification under this Agreement (the ------------------------- "IndemniteeIndemnified Party") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the party from whom which indemnification is being sought (the "IndemnitorIndemnifying Party") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted Indemnified Party intends to base a claim for indemnification hereunder ("Indemnification Notices"). The Indemnification Notice shall in all events be considered prompt if given (a) no later than 30 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (b) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Section 9.03; provided, however, that the failure to provide such Notice of claims promptly (so long as a notice of claims is basedgiven before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. If Except as specifically described in Section 4.05, the Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any action third-party claim, demand, lawsuit or other proceeding shall be brought in connection with any liability or claim to be indemnified which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the Indemnitee defense of such claim within 10 days following notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that Stockholders shall provide be permitted to take over the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing defense of any necessary responsive pleadings, claim brought by any customer or supplier of the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring Business against any member of Buyers' Indemnified Group for which indemnification is available pursuant to this Article IX, and such claim and undertaking to member of Buyers' Indemnified Group shall defend such claim; provided, further, that such member of Buyers' Indemnified Group shall not settle or by other counsel selected by it and approved by otherwise dispose of such claim without the Indemniteeconsent of Stockholders, which approval consent shall not be unreasonably withheld or delayed. The Indemnitor If the Indemnifying Party makes such an election, (x) it shall keep the Indemnitee fully apprised at all times of Indemnified Party informed as to the status of the defense such matter and shall consult promptly send copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the Indemnitee prior sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement of or disposition shall be required if such settlement or disposition shall result in any indemnified matter. Indemnitee agrees indemnifiable liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and (z) the Indemnified Party shall have the right to use reasonable efforts to cooperate with Indemnitor participate jointly in connection with its the defense of indemnifiable claimssuch claim, but shall do so at its own cost not subject to reimbursement under Section 9.02. In If the event Indemnifying Party does not elect to take over the Indemnitee has defense of a claim or claims against any third third-party growing out of or connected with the indemnified matter, then upon receipt of indemnificationclaim, the Indemnitee Indemnified Party shall fully assign have the right to contest, compromise or settle such claim in the Indemnitor exercise of its reasonable judgment; provided, however, that the entire claim or claims to the extent consent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect Indemnifying Party to any compromise or settlement of such claim shall be required if such compromise or claims of settlement shall result in any liability to, equitable relief against or adverse business effect on the IndemniteeIndemnifying Party, which consent shall not be unreasonably withheld or delayed.

Indemnification Procedure. In the event of any such claim against any Genzyme Indemnitee or Alnylam Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other Party in writing of the claim and the indemnifying Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A party seeking indemnification (COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. MASTER AGREEMENT shall manage and control, at its sole expense, the ------------------------- "Indemnitee") shall use defense of the claim and its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreementsettlement. The Indemnitee shall give prompt cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written notice to authorization. Notwithstanding the party from whom indemnification is sought (foregoing, if the "Indemnitor") indemnifying Party believes that any of the assertion exceptions to its obligation of a claim for indemnificationindemnification of the Indemnitees set forth in Sections 10.1 (General Indemnification by Genzyme), but in no event longer than 10.2 (iGeneral Indemnification by Alnylam) thirty or 10.3 (30Product Liability) days after service of process in may apply, the event litigation is commenced against indemnifying Party shall promptly notify the Indemnitee by a third partyIndemnitees, or (ii) sixty (60) days after which shall then have the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim right to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of represented in any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding by separate counsel at its their expense, using counsel selected by provided that the insurance company insuring against any indemnifying Party shall be responsible for payment of such claim and undertaking expenses if the Indemnitees are ultimately determined to defend be entitled to indemnification from the indemnifying Party for the matters to which the indemnifying Party notified the Indemnitees that such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeexception(s) may apply.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee"a) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect Promptly after receipt by a Parent Indemnified Party of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third partyparty of any complaint or the commencement of any audit, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any investigation, action or proceeding shall with respect to which such Parent Indemnified Party may be brought in connection entitled to receive payment from the Stockholders for any Parent Losses, such Parent Indemnified Party will notify the Stockholder Representative, promptly following the Indemnified Party's receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Stockholder Representative will relieve the Stockholders from liability under this Agreement with any liability or respect to such claim only if, and only to be indemnified hereunderthe extent that, such failure to notify the Indemnitee shall provide Stockholder Representative materially prejudices the Indemnitor interests of the Stockholders. The Stockholder Representative will have the right, upon written notice delivered to the Indemnified Party within twenty (20) calendar days thereafter assuming full responsibility for any Parent Losses resulting from such audit, investigation, action or proceeding, to decide whether to defend assume the defense of such liability audit, investigation, action or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitorproceeding, including the filing employment of any necessary responsive pleadingscounsel reasonably satisfactory to the Parent Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the seeking Stockholder Representative declines or fails to assume the defense of emergency relief or other action necessary to maintain the status quoaudit, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (withinvestigation, if necessary, reservation of rights) defend such action or proceeding at its expenseon the terms provided above or to employ counsel reasonably satisfactory to the Parent Indemnified Party, using in either case within such twenty-day period, then such Parent Indemnified Party may employ counsel selected by the insurance company insuring against to represent or defend it in any such claim audit, investigation, action or proceeding and undertaking to defend the Stockholders will pay the reasonable fees and disbursements of such claimcounsel as incurred; provided, or by other counsel selected by it and approved by however, that the Indemnitee, which approval shall Stockholders will not be unreasonably withheld required to pay the fees and disbursements of more than one counsel for all Parent Indemnified Parties in any jurisdiction in any single audit, investigation, action or delayedproceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Parent Indemnified Party or the Stockholders, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnitor shall keep Stockholder Representative or the Indemnitee fully apprised Parent Indemnified Party, as the case may be, will at all times use reasonable efforts to keep the Stockholder Representative or the Parent Indemnified Party, as the case may be, reasonably apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts matter the defense of which they are maintaining and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemniteematter.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") The Indemnified Party shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought hereunder. The Indemnified Party shall give written notice to the Indemnitor within the earlier of ten (10) days of receipt of written notice to the Indemnified Party or thirty (30) days from discovery by the Indemnified Party of any matters which may give rise to a claim for indemnification or reimbursement under this Agreement. The Indemnitee failure to give such notice shall give prompt written not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnitor; provided that in any event such notice shall have been given prior to the party from whom indemnification is sought (the "Indemnitor") expiration of the assertion of a claim for indemnification, but in no event longer than Survival Period. At any time after ten (i) thirty (3010) days after service from the giving of process in such notice, the event litigation is commenced against the Indemnitee by a third partyIndemnified Party may, at its option, resist, settle or otherwise compromise, or (ii) sixty (60) days after the assertion of pay such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide have received notice from the Indemnitor twenty (20) calendar days that the Indemnitor intends, at the Indemnitor's sole cost and expense, to decide whether assume the defense of any such matter, in which case the Indemnified Party shall have the right, at no cost or expense to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including to participate in such defense. If the filing Indemnitor does not assume the defense of such matter, and in any event until the Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all costs of the Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party shall consult with the Indemnitor and obtain the Indemnitor's prior written consent to any payment or settlement of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee Indemnified Party fully apprised at all times of as to the status of the defense and defense. If the Indemnitor does not assume the defense, the Indemnified Party shall consult with keep the Indemnitee prior Indemnitor apprised at all times as to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent status of the defense. Following indemnification actually paid by the Indemnitor and as provided for hereunder, the Indemnitor shall thereupon be subrogated to all rights of the Indemnified Party with respect to such claim all third parties, firms or claims of corporations relating to the Indemniteematter for which indemnification has been made. 12.

Indemnification Procedure. A party seeking indemnification (the ------------------------- a) Promptly after receipt by a Parent Indemnified Party or a Shareholder Indemnified Party (hereinafter collectively referred to as an "IndemniteeIndemnified Party") shall use its best efforts of notice from a third party of any complaint or the commencement of any action, Proceeding or claim with respect to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity such Indemnified Party may be sought under this Agreement. The Indemnitee shall give prompt written notice entitled to receive payment from the other party for any Parent Losses or Shareholder Losses (as the case may be and subject to the limitation on Parent Losses and Shareholder Losses in Section 10.3), such Indemnified Party shall notify Parent or the Shareholders (through the Shareholder Representative), whoever is the appropriate indemnifying party from whom indemnification is sought hereunder (the "IndemnitorIndemnifying Party") ), of the assertion commencement of a such action, Proceeding or claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such claim for indemnificationarising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such matter only if, but in no event longer than (i) thirty (30) days after service of process and only to the extent that, such failure to notify the Indemnifying Party results in the event litigation is commenced against forfeiture by the Indemnitee by a third partyIndemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such matter. The Indemnifying Party shall have the right, or (ii) sixty (60) days after upon written notice delivered to the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor Indemnified Party within twenty (20) calendar days thereafter, to decide whether to defend assume the defense of such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitormatter, including the filing employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the matter or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) day period, then such Indemnified Party may employ counsel to represent or defend it in any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expenseProceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, using counsel selected by however, that the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval Indemnifying Party shall not be unreasonably withheld required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or delayedProceeding. In any action or Proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such party's own expense. The Indemnitor Indemnifying Party or the Indemnified Party, as the case may be, shall keep the Indemnitee fully apprised at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably 63 apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts action the defense of which they are maintaining and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemniteeaction.

Indemnification Procedure. A party seeking indemnification Subject to the limitations set forth in this Article VIII, promptly after receipt by an Indemnified Person of written notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an “Indemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder against the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses Indemnifying Party in respect thereof, notify the Indemnifying Party promptly in writing, and in any case no later than fifteen (15) Business Days after receipt by an Indemnified Person of which indemnity such written notice; provided, that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may be sought under have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this Agreement. The Indemnitee shall give prompt In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, at its election (by providing written notice to such Indemnified Person), the party Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from whom indemnification is sought or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice by the Indemnifying Party to from the Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (the "Indemnitor"other than reasonable documented out-of-pocket costs of investigation) of unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of a claim for indemnificationlegal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, but in no event longer than (i) thirty (30) days after service of process in however, that the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval Indemnifying Party shall not be unreasonably withheld or delayed. The Indemnitor shall keep liable for the Indemnitee fully apprised at all times expenses of more than one separate counsel representing the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect Indemnified Persons who are parties to such claim or claims of the Indemnitee.Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)),

Indemnification Procedure. A party seeking Promptly after the incurrence of any Losses by any Purchaser Indemnified Person or Company Stockholder Indemnified Person (an “Indemnified Party”), or receipt by an Indemnified Party of notice of a Third Party Claim for which such Indemnified Party is entitled to indemnification pursuant to Section 11.1 or 11.2 (an “Indemnifiable Claim”), such Indemnified Party will give the ------------------------- "Indemnitee"Stockholders Representative written notice thereof, and if the Indemnified Party is a Company Stockholder Indemnified Party, the Stockholders Representative shall also provide the Purchaser with written notice thereof (an “Indemnification Notice”); provided, however, that delay or failure to so notify the Stockholders Representative and Purchaser, as applicable, shall only relieve the indemnifying Party (an “Indemnifying Party”) of its obligations to the extent, if at all, that it is materially prejudiced by reasons of such delay or failure. Such Indemnification Notice by the Indemnified Party shall use its best efforts to minimize any liabilitiesdescribe the Indemnifiable Claim in reasonable detail, damagesshall include copies of all material written evidence thereof and shall indicate the estimated amount, deficienciesif reasonably practicable, claims, judgments, assessments, costs and expenses in respect of which indemnity the Loss that has been or may be sought under this Agreementsustained by the Indemnified Party. The Indemnitee Stockholders Representative, in the case the Indemnified Party is a Purchaser Indemnified Person, and the Purchaser, in the case the Indemnified Party is a Company Stockholder Indemnified Person, as applicable, shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") have a period of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days within which to respond to such Indemnification Notice. If the Stockholders Representative or Purchaser, as applicable, accepts responsibility for the entirety of such Indemnifiable Claim within such thirty (30) day period, the Stockholders Representative or Purchaser, whichever is the Indemnifying Party as the case may be, shall be entitled to compromise or defend, at its own expense and by counsel chosen by it and reasonably satisfactory to the Indemnified Party, such matter. If the Stockholders Representative (on behalf of the Company Stockholder Indemnified Persons) or Purchaser (on behalf of the Purchaser Indemnified Persons), as applicable, rejects responsibility for the matter set forth in an Indemnification Notice in whole or in part or does not respond within thirty (30) calendar days after service receiving such Indemnification Notice, the Indemnified Party shall be free to pursue, without prejudice to any of process its rights hereunder, such remedies as may be available to the Indemnified Party under applicable Law at the Indemnifying Party’s expense. The applicable Indemnified Party agrees to cooperate fully with the Stockholders Representative or Purchaser, as the case may be, and its respective counsel in the event litigation defense against any such Indemnifiable Claim. In any event, the Indemnified Party shall have the right to participate in a non-controlling manner and at its own expense in the defense of such Indemnifiable Claim. Neither the Stockholders Representative nor Purchaser shall enter into a settlement of such Indemnifiable Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed), and until such consent is commenced against obtained the Indemnitee Stockholders Representative or Purchaser, as applicable, shall continue the defense of such Indemnifiable Claim. If a firm offer is made to settle an Indemnifiable Claim (i) that does not involve any admission of liability or wrongdoing by a third partyany Indemnified Party or its Affiliates or the creation of financial or other obligation on the part of the Indemnified Party or its Affiliates, or (ii) sixty provides for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Indemnifiable Claim, (60iii) does not involve injunctive relief binding upon the Indemnified Party or any of its Affiliates, and (iv) such settlement does not encumber any of the material assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business, and the Indemnifying Party desires to accept and agree to such offer, the Stockholders Representative or Purchaser, as applicable, shall give written notice to that effect to the Indemnified Party. The Indemnified Party shall thereupon have the option of either consenting to such firm offer or assuming the defense of such Indemnifiable Claim. If the Indemnified Party fails to consent to such firm offer within thirty (30) calendar days after the assertion its receipt of such claimnotice, and also fails to assume defense of such Indemnifiable Claim, the Stockholders Representative or Purchaser, as applicable, may settle the Indemnifiable Claim upon the terms set forth in such firm offer to settle such Indemnifiable Claim. No such notice of assertion of a claim shall satisfy If the requirements of Indemnified Party has assumed the defense pursuant to this Section 8.12 unless 11.5, it describes shall not agree to any settlement without the written consent of the Stockholders Representative (in reasonable detail and the case the Indemnified Party is a Purchaser Indemnified Person) or the Purchaser (in good faith the facts and circumstances upon case the Indemnified Party is a Company Stockholder Indemnified Person), in each case which such consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any provisions in this Section 11.5 to the asserted claim for indemnification contrary, neither the Stockholders Representative (in the case the Indemnified Party is based. If any action or proceeding a Purchaser Indemnified Person) nor the Purchaser (in the case the Indemnified Party is a Company Stockholder Indemnified Person), shall be brought entitled to assume or continue control of the defense of any Indemnifiable Claim of the other Party if (i) such Indemnifiable Claim relates to or arises in connection with any liability governmental proceeding, action, indictment, allegation or claim investigation involving the Indemnified Party; (ii) such Indemnifiable Claim relates primarily to be indemnified hereunder, the Indemnitee shall provide Intellectual Property of such Indemnified Party; (iii) the Indemnitor twenty Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (20iv) calendar days to decide whether the Indemnifying Party fails to defend such liability or claimIndemnifiable Claim in good faith. During such periodIf the Indemnified Party controls the defense of any Indemnifiable Claim, the Indemnitee Indemnified Party shall take all necessary steps be entitled to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected be reimbursed by the insurance company insuring against any Indemnifying Party for its reasonable defense costs as such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteecosts are incurred.

Indemnification Procedure. A party seeking indemnification Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an “Indemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder against the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses Indemnifying Party in respect thereof, notify the Indemnifying Party in writing of which indemnity the commencement thereof; provided that the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be sought under this Agreement. The Indemnitee shall give prompt entitled to participate therein, and, at its election by providing written notice to such Indemnified Person, the party Indemnifying Party will be entitled to assume the defense thereof or participation therein, with counsel reasonably acceptable to such Indemnified Person; provided further, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from whom indemnification is sought or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (the "Indemnitor"other than reasonable documented out-of-pocket costs of investigation) of unless (1) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of a claim legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for indemnificationthe expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), but in no event longer than (i) thirty (30) days the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after service the Indemnifying Party has received notice of process in commencement of the event litigation is commenced against the Indemnitee by a third partyIndemnified Claims from, or delivered on behalf of, the Indemnified Person, (ii) sixty (60) days after the assertion Indemnifying Party assumes the defense of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and Indemnified Claims, the Indemnified Person determines in good faith that the facts and circumstances upon which the asserted claim for indemnification Indemnifying Party has failed or is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether failing to defend such liability or claim. During claim and provides written notice of such perioddetermination, the Indemnitee shall take all necessary steps to protect the interests and such failure is not reasonably cured within 10 Business Days following receipt of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected notice by the insurance company insuring against any Indemnifying Party or (iii) the Indemnifying Party shall have authorized in writing the employment of counsel for such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the IndemniteeIndemnified Person.

Indemnification Procedure. A (a) Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to promptly notify the other party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim and, to the extent known, the facts constituting the basis for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of If an Indemnitor's ability to defend against a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action suit, action, notice, demand or proceeding shall be brought by a Governmental Authority or third party ("Proceeding") is prejudiced by the failure or delay in connection with any liability or claim to be indemnified hereunderproviding such notice, the Indemnitee shall provide the Indemnitor twenty (20) calendar days will not be obligated to decide whether to defend such liability or claim. During such period, indemnify the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim portion of the liability arising from the Proceeding as to which the Indemnitor's ability to defend has been prejudiced by such failure or claims delay. An Indemnitor may, upon written notice to the Indemnitee within 30 calendar days of receipt of a notice in respect of a Proceeding, assume the defense of any such Proceeding if the Indemnitor acknowledges the Indemnitee's right to indemnify pursuant hereto in respect of the entirety of such Proceeding. If an Indemnitor assumes the defense of any such Proceeding, the Indemnitor shall select counsel reasonably acceptable to the Indemnitee to conduct the defense of such Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If an Indemnitor shall have assumed the defense of any Proceeding in accordance with this Section, the Indemnitor shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Proceeding, without the prior written consent of the Indemnitee; PROVIDED, HOWEVER, that the Indemnitor shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; PROVIDED, FURTHER, that any Remedial Action undertaken by Seller in connection with the defense of any such Proceeding in which Seller is acting as an Indemnitor shall be in accordance with the requirements of Section 4 hereof (including, without limitation, the requirement that such Remedial Action be taken as is necessary to achieve compliance with applicable Environmental Laws in effect as of the Sign-Off Date); PROVIDED, FURTHER, that an Indemnitor shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to or affect the Indemnitee, or its conduct of business; AND PROVIDED, FURTHER, that a condition to any such settlement shall be a complete and unconditional release of the Indemnitee with respect to such Proceeding. An Indemnitee shall be entitled to participate in (but not control) the defense of any such Proceeding, with its own counsel and at its own expense; PROVIDED, HOWEVER, that the Indemnitee will not unilaterally communicate with the Persons or Governmental Authorities which have initiated or will decide such Proceeding or interfere with the Indemnitor's defense of such action, and will cooperate and consult with the Indemnitor with respect to such Indemnitee's participation in the defense of such Proceeding. An Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents and each other Indemnitee to, cooperate fully with the Indemnitor in the defense of any Proceeding pursuant to this Section. If an Indemnitor does not assume the defense of any Proceeding accordance with the terms of this Section, the Indemnitee may defend against such Proceeding in such manner as it may deem appropriate, including settling such Proceeding after giving notice of the same to the Indemnitor, on such terms as the Indemnitee may deem appropriate; PROVIDED, HOWEVER, that nothing in this Section shall limit an Indemnitor's right to defend itself against any claim by a Governmental Authority or any other Person other than the Indemnitee arising out of or relating to the subject matter of any such claim for indemnification.

Indemnification Procedure. A party seeking If a Claim against the Indemnifying Parties for indemnification (pursuant to the ------------------------- "Indemnitee"provisions of Section 6.2(a) of this Agreement is to be made by any Indemnified Party, the Indemnified Party shall use its best efforts give notice reasonably describing such Claim to minimize Seller and Seller Parent promptly after the Indemnified Party becomes aware of any liabilitiesfact, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of condition or event which indemnity may give rise to Losses for which indemnification may be sought under Section 6.2(a). In the event a third-party Claim against an Indemnified Party arises that is covered by the indemnity provisions of Section 6.2(a) of this Agreement. The Indemnitee shall give prompt written notice , provided that the Indemnifying Parties admit in writing to the party from whom seeking indemnification that such Claim is sought covered by the indemnity provisions of Section 6.2(a) hereof to the extent such Claim proves to be true, the Indemnifying Parties shall have the right to contest and defend by all appropriate legal proceedings such Claim and to control all settlements (unless the "Indemnitor"party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such Claims at the sole cost and expense of the assertion of a claim for indemnificationIndemnifying Parties; provided, but however, that the Indemnifying Parties may not effect any settlement that could result in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third partyany cost, expense or liability to, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If have any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunderMaterial Adverse Effect upon, the Indemnitee shall provide the Indemnitor twenty (20) calendar days Indemnified Party unless such party consents in writing to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself settlement and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary Indemnifying Parties agree to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend indemnify such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemniteeparty therefor, which approval consent shall not be unreasonably withheld and which consent or delayed. The Indemnitor shall keep objection thereto must be provided in a timely manner as the Indemnitee fully apprised at all times circumstances dictate and in any event within ten (10) business days of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claimssuch request. In the event the Indemnitee has a claim or claims against any third party growing out Indemnifying Parties do not admit in writing to an Indemnified Party seeking indemnification that such Claim, if true, is covered by the indemnity provisions of or connected with the indemnified matter, then upon receipt of indemnificationSection 6.2(a) hereof, the Indemnitee Indemnified Party shall fully assign take such actions as it deems necessary to defend such Claim; provided, however, that the Indemnitor Indemnified Party may not effect any settlement that could result in any cost, expense, liability to, or have any Material Adverse Effect upon, any Indemnifying Party without the entire claim consent of such Indemnifying Party, which consent shall not be unreasonably withheld and which consent or claims objection thereto must be provided in a timely manner as the circumstances dictate and in any event within ten (10) business days of such request. The Indemnified Party seeking indemnification may select counsel to participate in any defense, in which event such counsel shall be at the extent sole cost and expense of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.Indemnified

Indemnification Procedure. A party (a) The Person seeking indemnification under this Article IX (the ------------------------- "Indemnitee"“Indemnified Party”) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party party(ies) from whom indemnification is sought (the "Indemnitor"“Indemnifying Party”) prompt written notice of any claim, including any third party claim, which may give rise to any indemnity obligation under this Article IX, and the Indemnifying Party will have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within ten (10) days of receipt of the assertion Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party (in its sole reasonable discretion). Failure of a claim for indemnificationthe Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, but it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in no event longer than (i) thirty (30) days after service any such defense with separate counsel at the expense of process the Indemnifying Party if, in the event litigation is commenced against reasonable judgment of counsel to the Indemnitee by Indemnified Party, a third partyconflict or potential conflict exists, or (ii) sixty (60) days after there are separate or additional defenses available to the assertion Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The Parties hereto agree to cooperate with each other in connection with the defense of any such claim. No The Indemnifying Party will not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such notice of assertion claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a claim shall satisfy consent order, injunction or decree that would restrict the requirements future activity or conduct of this Section 8.12 unless it describes in reasonable detail the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and in good faith (C) includes an unconditional release of the facts Indemnified Party and circumstances upon which the asserted claim its Affiliates for indemnification is based. If any action or proceeding shall be brought in connection with any all liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests arising out of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such any related claim. The Indemnified Party will not, or by other counsel selected by it and approved by without the Indemniteeprior written consent of the Indemnifying Party, which approval shall will not be unreasonably withheld withheld, delayed or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior conditioned, settle, compromise, or consent to the settlement entry of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated judgment with respect to any such claim or claims of the Indemniteeclaim.

Indemnification Procedure. A party seeking Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (the ------------------------- "Indemnitee"including any governmental investigation) shall use its best efforts to minimize be instituted involving any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses Party in respect of which indemnity may be sought under pursuant to this AgreementArticle X, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnitee Indemnified Party shall give prompt written notice reasonably cooperate with the Indemnifying Party in defense of such matter. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the party from whom indemnification is sought (Indemnified Party to represent the "Indemnitor") Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the assertion of a claim for indemnification, but in no event longer than Indemnified Party unless (ia) thirty (30) days after service of process in the event litigation is commenced against Indemnifying Party and the Indemnitee by a third party, or (ii) sixty (60) days after Indemnified Party shall have mutually agreed to the assertion CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. retention of such claimcounsel, (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No All such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail fees and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding expenses shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing soreimbursed as they are incurred. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval Indemnifying Party shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the liable for any settlement of any indemnified matter. Indemnitee proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In indemnify the event the Indemnitee has a claim or claims Indemnified Party from and against any third party growing out loss or liability by reason of such settlement or connected with judgment. The Indemnifying Party shall not, without the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent written consent of the indemnification actually paid Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is, or could have been, a party and indemnity could have been sought hereunder by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to Indemnified Party, unless such claim or claims settlement includes an unconditional release of the IndemniteeIndemnified Party from all liability on claims that are the subject matter of such proceeding.

Indemnification Procedure. A party seeking indemnification The obligation of the Company, Buyer, Parent or Seller, as applicable (the ------------------------- "IndemniteeINDEMNIFYING PARTY") ), to indemnify, hold harmless, defend and reimburse another party (the "INDEMNIFIED PARTY", which with respect to Seller shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs also include all Seller Indemnified Persons and expenses in with respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom Buyer shall also include all Buyer Indemnified Persons) under Section 11.01 hereof with respect to any claim for which such indemnification is sought (a "CLAIM") is conditioned upon receiving from such Indemnified Party written notice of such Claim promptly after such Indemnified Party becomes aware of such Claim; provided, however, that any delay in giving such notice shall not release an Indemnifying Party from its obligations under this Article XI except to the extent and only to the extent that such Indemnified Party was prejudiced by such delay. The Indemnifying Party shall at its sole expense defend, contest, settle or otherwise protect against any Claim (including without limitation by taking reasonably necessary or appropriate action to remediate) with legal counsel or other appropriate consultants or experts (collectively, "IndemnitorEXPERTS") of its own selection that are reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the assertion of a claim for indemnificationright, but in no event longer than not the obligation, to (i) thirty (30) days after service elect to defend, contest, settle or otherwise protect against such claims with Experts of process in the event litigation is commenced against the Indemnitee by a third partyits own choice, or (ii) sixty (60) days after participate in the assertion defense, contest, settlement or other protection of such claimclaims with Experts of its own choice, and (iii) assert any and all defenses, cross claims or counterclaims it may have; provided, however, that such election, participation and assertion shall be at the Indemnified Party's sole cost and expense, notwithstanding anything in this Agreement to the contrary, unless (x) the Indemnified and Indemnifying Parties have agreed otherwise, (y) representation of both parties by the same Experts would be inappropriate due to actual or potential differing interests between them or (z) the Indemnifying Party fails to take reasonably necessary or appropriate action and employ appropriate Experts that are reasonably satisfactory to the Indemnified Party within a reasonable period of time. No such notice of assertion The Indemnifying Party shall not be liable for any settlement of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon Claim effected without its prior written consent (which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld withheld, delayed or conditioned). The Indemnifying Party shall not settle any Claim without the relevant Indemnified Party's prior written consent (which shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes an unconditional general release of such Indemnified Party from all Liabilities that are the subject matter of the proceeding. The Indemnitor Indemnified Party shall keep the Indemnitee fully apprised cooperate, and shall cause each other Indemnified Party to at all times of the status of the defense and shall consult with the Indemnitee prior cooperate, in all reasonable ways with, make (subject to the assertion of attorney-client and other applicable privileges) its respective relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnifying Party in its defense, contest, settlement or protection of any indemnified matter. Indemnitee agrees Claim subject to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.

Indemnification Procedure. A (a) An indemnified party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect under SECTION 10.4 of which indemnity may be sought under this Agreement. The Indemnitee Agreement shall give prompt written notice to SPSS (when and to the extent that the indemnified party from whom indemnification is sought (the "Indemnitor"has actual knowledge thereof) of any condition, event or occurrence or the assertion commencement of any action, suit or proceeding for which indemnification may be sought, and SPSS, through counsel reasonably satisfactory to the indemnified party, shall assume the defense thereof or other indemnification obligation with respect thereto; PROVIDED, HOWEVER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice but at its own expense; and PROVIDED, FURTHER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of SPSS, if, under applicable canons of ethics, joint representation of DeltaPoint and SPSS presents a conflict of interest. In any event, if SPSS fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses of its attorneys will be covered by the indemnity provided for in SECTION 10.4. No action, suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests of SPSS without the prior written consent of SPSS (which shall not be unreasonably withheld); PROVIDED, HOWEVER, that DeltaPoint may settle any claim for indemnificationor cause of action without SPSS's consent, but in no event longer than such case SPSS shall not be required to reimburse DeltaPoint for its Losses except and to the extent that a court of competent jurisdiction finally determines on appeal that SPSS must indemnify DeltaPoint therefor. Notwithstanding anything in this SECTION 10.5 to the contrary, SPSS shall not, without the prior written consent of the indemnified party, (i) thirty (30) days after service settle or compromise any action, suit or proceeding or consent to the entry of process any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in the event litigation is commenced against the Indemnitee by a third partyrespect of such action, suit or proceeding or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If settle or compromise any action action, suit or proceeding in any manner that may materially and adversely affect the indemnified party other than as a result of money damages or other money payments. SPSS shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take pay all necessary steps to protect the interests of itself and the Indemnitorexpenses, including the filing of any necessary responsive pleadingsattorneys' fees, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected that may be incurred by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor party in connection with its defense of indemnifiable claims. In enforcing the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeindemnity provided for in SECTION 10.4.

Indemnification Procedure. A Within 10 days after receipt by an ------------------------- indemnified party seeking indemnification (hereunder of written notice of the ------------------------- "Indemnitee") shall use its best efforts commencement of any action or proceeding involving a claim referred to minimize any liabilitiesin Section 5.1, damagessuch indemnified party will, deficiencies, claims, judgments, assessments, costs and expenses if a claim in respect of which indemnity may thereof is to be sought under this Agreement. The Indemnitee shall made against an indemnifying party, give prompt written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 5.1 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In any case any such action or proceeding is brought against any indemnified party, the indemnifying party 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 whom indemnification is sought the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal fees and expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the "Indemnitor"case of a claim referred to in Section 5.1(a), more than one counsel (in addition to any local counsel) for all indemnified parties selected by the Affiliate Stockholders holding a majority (by number of shares) of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee Registrable Securities held by a third partysuch indemnified parties, or (ii) sixty (60) days after in the assertion of such claim. No such notice of assertion case of a claim shall satisfy the requirements of this referred to in Section 8.12 unless it describes 5.1(b), more than one counsel (in reasonable detail and addition to any local counsel) for DST, in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought each case in connection with any liability one action or claim separate but similar or related actions or proceedings. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing entry of any necessary responsive pleadingsjudgment in any pending or threatened claim, the seeking of emergency relief or other action necessary to maintain the status quoaction, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (withsuit, if necessary, reservation of rights) defend such action investigation or proceeding at its expense, using counsel selected by the insurance company insuring against in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such claim and undertaking indemnified party is a party to defend such claim, action, suit, investigation or by other counsel selected by it and approved proceeding). Whether or not the defense of any claim or action is assumed by the Indemniteeindemnifying party, such indemnifying party will not be subject to any liability for any settlement made without its consent, which approval shall consent will not be unreasonably withheld or delayedwithheld. The Indemnitor shall keep Notwithstanding anything to the Indemnitee fully apprised at all times contrary set forth herein, and without limiting any of the status of the defense and shall consult with the Indemnitee prior to the settlement of rights set forth above, in any event any indemnified matter. Indemnitee agrees party will have the right to use reasonable efforts to cooperate with Indemnitor in connection with retain, at its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matterown expense, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated counsel with respect to such claim or claims the defense of the Indemniteea claim.

Indemnification Procedure. A If a party seeking entitled to indemnification hereunder (the ------------------------- "Indemnitee"“Indemnified Party”) shall use its best efforts is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect give rise to a right of which indemnity may be sought indemnification under this Agreement. The Indemnitee Article IX (whether or not the amount of the claim is then quantifiable), such Indemnified Party shall promptly give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnificationthereof, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes describing in reasonable detail the nature of the claim, demand or circumstance, to the other party (“Indemnitor”), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, that the Indemnitor’s rights shall have been prejudiced or the Indemnitor’s liability shall have been materially increased thereby; and provided, further, that with respect to representations and warranties contained in or made pursuant to this Agreement notice must be given prior to the end of the nine (9) month survival period set forth in Section 9.6 below. In case any such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the facts Indemnified Party’s counsel, representation by the Indemnitor’s counsel may present a conflict of interest or there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. In no event shall Indemnitor be liable for the fees and circumstances upon which the asserted claim expenses of more than one counsel, separate from its own counsel, for indemnification is based. If any action or proceeding shall be brought all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same allegations or circumstances. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor’s liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or claim plaintiff of a release of the Indemnified Party, in form and substance reasonably satisfactory to be indemnified hereunderthe Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section 9.3, the Indemnitee Indemnified Party shall provide be permitted to join in the defense thereof with counsel of its own selection and at its own expense. If the Indemnitor twenty (20) calendar days to decide whether to defend such liability shall not assume the defense of any claim, action, suit or claim. During such periodproceeding, the Indemnitee Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall take all necessary steps not settle any claim, action, suit or proceeding which would give rise to protect the interests Indemnitor’s liability under its indemnity without the prior written consent of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval consent shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteewithheld.

Indemnification Procedure. A Any party seeking indemnification (the ------------------------- "Indemnitee") pursuant to this Article IV shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt promptly provide written notice of any claim to the party from whom which it seeks indemnification is sought (the "Indemnitor") within a reasonable period of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing sotime. The Indemnitor shall (withindemnifying Person, if necessaryit so elects, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim shall assume and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of control the defense thereof (and shall consult with the Indemnitee prior indemnified person with respect thereto), including the employment of counsel reasonably satisfactory to the settlement indemnified person within ten (10) business days after receipt of any indemnified matter. Indemnitee agrees the notice with respect thereto, and the payment of all necessary expenses; provided that -------- ---- as a condition precedent to use reasonable efforts the indemnifying person's right to cooperate with Indemnitor in connection with its defense assume control of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected such defense, it must first enter into an agreement with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign person (in form and substance reasonably satisfactory to the Indemnitor indemnified person) pursuant to which the entire indemnifying person agrees to be fully responsible for all losses relating to such claim and unconditionally guarantees the payment and performance of any liability or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated obligation which may arise with respect to such claim or claims the facts giving rise to such claim for indemnification; provided -------- further that the indemnifying person shall not have the right to assume control ------- of such defense if the claim which the indemnifying person seeks to assume control of (i) seeks non-monetary relief or (ii) involves criminal or quasi- criminal allegations; and provided further that (i) the indemnifying person -------- ------- shall not consent to the imposition of any injunction against the indemnified person without the written consent of the Indemniteeindemnified person, (ii) the indemnifying person shall permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of such counsel shall be borne by the indemnified person (except as provided below), and (iii) upon a final determination of such action, suit or proceeding, the indemnifying person shall promptly reimburse to the full extent required under this Article IV the indemnified person for the full amount of any Loss resulting from such action, suit or proceeding and all reasonable and related expenses incurred by the indemnified person, other than fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action, suit or proceeding by the indemnifying person (except as provided below). If the indemnifying person is permitted to assume and control the defense and elects to do so, the indemnified person shall have the right to employ counsel separate from counsel employed by the indemnifying person in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the indemnified person shall be at the expense of the indemnified person unless (i) the employment thereof has been specifically authorized by the indemnifying person in writing, (ii) the indemnifying person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying person and the indemnified person, (iii) the indemnifying person has failed to assume the defense and employ counsel; or (iv) the indemnified person has reasonably determined that an adverse outcome could have a material adverse effect on its business reputation or could reasonably be expected to have a materially adverse precedential effect; in which case the fees and expenses of the indemnified person's counsel shall be paid by the indemnifying person. In the event the indemnifying person fails to elect to defend such claim in accordance with the foregoing, then the indemnified person may elect, but shall not be required, to defend against or settle such claim as it sees fit, provided that any settlement of such claim shall require the consent of the indemnifying person, which consent shall not be unreasonably withheld.

Indemnification Procedure. A party seeking indemnification (the ------------------------- a) Promptly following receipt by a Purchaser Indemnified Party to a Seller Indemnified Party, as applicable (an "IndemniteeIndemnified Party") shall use its best efforts of notice by ----------------- a third party (including any Governmental Entity) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with respect to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity such Indemnified Party may be sought under this Agreement. The Indemnitee entitled to receive payment from the other party for any Purchaser Losses or any Seller Losses (as the case may be), such Indemnified Party shall give prompt written notice to notify Purchaser or the party from whom indemnification is sought Seller, as the case may be (the "IndemnitorIndemnifying Party") of ), provided, however, that the assertion of a failure to so ------------------- -------- ------- notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim for indemnificationonly if, but in no event longer than (i) thirty (30) days after service of process and only to the extent that, such failure to so notify the Indemnifying Party results in the event litigation is commenced against forfeiture by the Indemnitee by a third party, or (ii) sixty (60) days after Indemnifying Party of rights and defenses otherwise available to the assertion of Indemnifying Party with respect to such claim. No such The Indemnifying Party shall have the right, upon written notice of assertion of a claim shall satisfy delivered to the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor Indemnified Party within twenty (20) calendar days thereafter assuming full responsibility for any Purchaser Losses or Seller Losses (as the case may be) resulting from such audit, investigation, action or proceeding, to decide whether to defend assume the defense of such liability audit, investigation, action or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitorproceeding, including the filing employment of any necessary responsive pleadingscounsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the seeking Indemnifying Party declines or fails to assume the defense of emergency relief or other action necessary to maintain the status quoaudit, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (withinvestigation, if necessary, reservation of rights) defend such action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then any Purchaser Losses or any Seller Losses (as the case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at its such party's own expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor Indemnifying Party or the Indemnified Party (as the case may be) shall keep the Indemnitee fully apprised at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts matter the defense of which it is maintaining and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemniteematter.

Indemnification Procedure. A party seeking The Party entitled to indemnification under this ARTICLE 11 (an “Indemnified Party”) will notify the Party potentially responsible for such indemnification (the ------------------------- "Indemnitee"“Indemnifying Party”) shall use in writing promptly upon being notified of or having actual knowledge of any claim or claims asserted or threatened against the Indemnified Party which could give rise to a right of indemnification under this Agreement; provided, that the failure to give such notice will not relieve the Indemnifying Party of its best efforts indemnity obligation hereunder except to minimize the extent that such failure materially prejudices the Indemnifying Party. If the Indemnifying Party has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for defending a claim, the Indemnifying Party will have the right to defend, at its sole cost and expense, such claim by all appropriate proceedings; provided, that the Indemnifying Party may not enter into any liabilitiescompromise or settlement unless (a) such compromise or settlement imposes only a monetary obligation on the Indemnifying Party and includes as an unconditional term thereof, damagesthe giving by each claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim; or (b) the Indemnified Party consents to such compromise or settlement, deficiencieswhich consent will not be unreasonably withheld, claimsconditioned or delayed unless such compromise or settlement involves (i) any admission of legal wrongdoing by the Indemnified Party, judgments(ii) any payment by the Indemnified Party that is not indemnified under this Agreement, assessmentsor (iii) the imposition of any equitable relief against the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and may participate in, but not control, any defense or settlement of any claim controlled by the Indemnifying Party pursuant to this Section 11.3 and will bear its own costs and expenses with respect to such participation; provided that the Indemnifying Party will bear such costs and expenses if counsel for the Indemnifying Party will have reasonably determined that such counsel may not properly represent both the Indemnifying Party and the Indemnified Party. If the Indemnifying Party does not elect to assume control of the defense of a claim or if a good faith and diligent defense, in respect the Indemnified Party’s reasonable opinion, is not being or ceases to be materially conducted by the Indemnifying Party, the Indemnified Party will have the right, at the expense of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt the Indemnifying Party, upon at least ten (10) Business Days’ prior written notice to the party from whom indemnification is sought (Indemnifying Party of its intent to do so, to undertake the "Indemnitor") defense of such claim for the account of the assertion of a claim for indemnification, but in no event longer than Indemnifying Party (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel reasonably selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it Indemnified Party and approved by the IndemniteeIndemnifying Party, which such approval shall not to be unreasonably withheld withheld, conditioned or delayed. The Indemnitor shall ); provided that the Indemnified Party will keep the Indemnitee fully Indemnifying Party apprised at of all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated material developments with respect to such claim claim. The Indemnified Party may not enter into any compromise or claims settlement without the prior written consent of the IndemniteeIndemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

Indemnification Procedure. A (a) In the event that any third party seeking claim shall be asserted against any party which, if sustained, would result in a BF Deficiency or a Theater Deficiency, such party, within a reasonable time after learning of such claim, shall notify the BF Indemnitors or Theater Indemnitor, as the case may be, of such claim, assert its right to indemnification (hereunder, and extend a reasonable opportunity to defend against such claim, at the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilitiessole expense of the BF Indemnitors or Theater Indemnitor, damagesas the case may be, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice through legal counsel reasonably acceptable to the party from whom indemnification is sought (asserting the "Indemnitor") of the assertion of a claim for right to indemnification, but provided that the BF Indemnitors or Theater Indemnitor, as the case may be, proceed in no event longer than good faith, expeditiously and diligently. No determination shall be made pursuant to subparagraph (d) below while such defense is still being made until the earlier of (i) thirty (30) days after service the resolution of process in such claim by the event litigation is commenced against BF Indemnitors or Theater Indemnitor, as the Indemnitee by a third partycase may be, with the claimant, or (ii) sixty (60) days after the assertion termination of the defense by the BF Indemnitors or Theater Indemnitor, as the case may be, against such claim. No claim or the failure of the BF Indemnitors or Theater Indemnitor, as the case may be, to prosecute such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and defense in good faith in an expeditious and diligent manner. Either party shall be entitled to rely on the facts opinion of their counsel as to the occurrence of either of such events. The party asserting the right to indemnification shall, at its option and circumstances upon expense, have the right to participate in any defense with legal counsel of its own selection. No settlement or compromise of any claim which may result in a BF Deficiency may be made by BF Indemnitors or Theater Indemnitor, as the asserted claim for case may be, without the prior written consent of the party asserting the right to indemnification unless (i) prior to such settlement or compromise the BF Indemnitors or Theater Indemnitor, as the case may be, acknowledge in writing their obligation to pay in full the amount of the settlement or compromise and any and all associated expenses and (ii) the party asserting the right to indemnification is based. If any action furnished with security reasonably satisfactory to it that the BF Indemnitors or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Theater Indemnitor, including as the filing of any necessary responsive pleadingscase may be, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses will in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend fact pay such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim amount and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeexpenses.

Indemnification Procedure. A Promptly after receipt by an indemnified party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this AgreementSection 7.7 of notice of the commencement of any action, such indemnified party will, if a claim with respect thereto is to be made against an indemnifying party under this Section 7.7, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The Indemnitee indemnifying party shall give prompt written notice have the right to participate in and to assume the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion defense of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail , and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection entitled to select counsel for the defense of such claim with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing approval of any necessary responsive pleadings, the seeking of emergency relief or other action necessary parties entitled to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemniteeindemnification, which approval shall not be unreasonably withheld withheld. Notwithstanding the foregoing, the party entitled to indemnification shall have the right to employ separate counsel (reasonably satisfactory to the indemnifying party) to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party unless the named parties to such action or delayed. The Indemnitor proceedings include both the indemnifying party and the indemnified party and the indemnifying party or such indemnified party shall keep have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the Indemnitee fully apprised indemnifying party (in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at all times the reasonable expense of the status indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the defense and indemnified party, as the case may be, it being understood, however, that the indemnifying party shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor not, in connection with its defense of indemnifiable claims. In any such action or proceeding or separate or substantially similar or related action or proceeding in the event the Indemnitee has a claim or claims against any third party growing same jurisdiction arising out of the same general allegations or connected with circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for the indemnifying party and all indemnified parties, which counsel shall be designated in writing by the Holder). If the indemnifying party withholds consent to a settlement or proposed settlement by the indemnified matterparty, then upon receipt of indemnification, the Indemnitee it shall fully assign acknowledge to the Indemnitor the entire claim or claims to the extent of the indemnified party its indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeobligations hereunder.

Indemnification Procedure. A (a) An indemnified party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect under Section 10.2 of which indemnity may be sought under this Agreement. The Indemnitee Agreement shall give prompt written notice to DataStat (when and to the extent that the indemnified party from whom indemnification is sought (the "Indemnitor"has actual knowledge thereof) of any condition, event or occurrence or the assertion commencement of any action, suit or proceeding for which indemnification may be sought, and DataStat, through counsel reasonably satisfactory to the indemnified party, shall assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice but at its own expense; and provided, further, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of DataStat, if, under applicable canons of ethics, joint representation of DataStat and SPSS presents a conflict of interest. In any event, if DataStat fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses of its attorneys will be covered by the indemnity provided for hereunder. No action, suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests of DataStat without the prior written consent of DataStat (which shall not be unreasonably withheld); provided, however, that SPSS may settle any claim for indemnificationor cause of action without DataStat's consent, but in no event longer than such case DataStat shall not be required to reimburse SPSS for its Losses. Notwithstanding anything in this Section 10.4 to the contrary, DataStat shall not, without the prior written consent of the indemnified party, (i) thirty (30) days after service settle or compromise any action, suit or proceeding or consent to the entry of process any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in the event litigation is commenced against the Indemnitee by a third partyrespect of such action, suit or proceeding or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If settle or compromise any action action, suit or proceeding in any manner that may materially and adversely affect the indemnified party other than as a result of money damages or other money payments. DataStat shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take pay all necessary steps to protect the interests of itself and the Indemnitorexpenses, including the filing of any necessary responsive pleadingsattorneys' fees, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected that may be incurred by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor party in connection with its defense of indemnifiable claims. In enforcing the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeindemnity provided for hereunder.

Indemnification Procedure. A party seeking indemnification (To the ------------------------- "Indemnitee") extent reasonably feasible, CHOP shall use its best efforts notify Customer in writing of any Claim that, in CHOP’s reasonable judgment, is likely to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice lead to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in . Customer shall promptly assume the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion entire defense of such claimClaim following CHOP’s written notice, and shall, promptly upon notice from CHOP of any prior expenses, reimburse any CHOP Indemnitee for any expenses, fees or costs incurred by any CHOP Indemnitee with respect to defense of such Claim prior to the date of Customer’s assumption of the defense. No Customer shall have the right to manage the defense and settlement of any Claim, except that (A) Customer shall consult with the affected CHOP Indemnitee regularly with respect to all material matters pertaining to the defense of any such notice Claim; (B) CHOP shall have the right to approve Customer’s choice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether counsel to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the IndemniteeClaim, which approval shall not be unreasonably withheld or delayedby CHOP and (C) Customer may not enter into any settlement on behalf of any CHOP Indemnitee without CHOP’s prior written approval, which approval shall not be unreasonably withheld by CHOP. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the CHOP may not enter into any settlement of any indemnified mattersuch Claim as to which Customer has an obligation to indemnify CHOP without the written permission of Customer, which approval shall not be unreasonably withheld by Customer. Indemnitee agrees to CHOP shall use commercially reasonable efforts to cooperate with Indemnitor Customer in connection with its the defense of indemnifiable claimsthe Claim at Customer’s sole expense. CHOP may hire its own counsel, at its own expense, to monitor the defense of any Claim in which case Customer shall use commercially reasonable efforts at its sole expense to cooperate with CHOP in the defense of the Claim by CHOP’s selected counsel. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matteraddition, then upon receipt of indemnification, the Indemnitee shall fully assign CHOP may elect to the Indemnitor the entire claim or claims to the extent assume control of the indemnification actually paid by the Indemnitor and the Indemnitor defense of such Claim. CHOP’s hiring of its own counsel or assumption of its own defense shall thereupon be subrogated not relieve Customer of obligations to indemnify or further defend any CHOP Indemnitee with respect to such claim Claim except to the extent that any CHOP Indemnitee receives a final judgment of gross negligence or claims willful or intentional misconduct by such CHOP Indemnitee with respect to such Claim in which case Customer shall be relieved of its indemnity obligation with respect to such Claim as to such CHOP Indemnitee. CHOP and Customer may execute such mutually acceptable Confidentiality and Joint Defense Agreements to protect privileged materials as shall be usual and customary in such proceedings and as shall be requested in writing by either CHOP or Customer. No Warranty. Customer acknowledges that the Project Deliverables are experimental in nature and may have unknown characteristics, may carry infectious agents, or may be otherwise hazardous. THE PROJECT DELIVERABLES ARE PROVIDED "AS IS" AND CHOP (INCLUDING THE CHOP INDEMNITEES) DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE PROJECT DELIVERABLES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. Without limitation of the Indemniteeforegoing, CHOP (including the CHOP Indemnitees) makes no representation or warranty as to the identity, purity, safety, fitness, or activity of the Project Deliverables except for the attributes as indicated on the Certificate of Analysis. CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT IS, AT CHOP ’S SOLE OPTION, A CREDIT FOR, OR RE-PERFORMANCE OF, THE SERVICES. IN NO EVENT WILL CHOP BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR PROPERTY DAMAGE SUSTAINED BY CUSTOMER FROM THE USE OF, OR INABILITY TO USE, ANY PROJECT DELIVERABLES OR RESULTS, EVEN IF CHOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS TO ANY CHOP LIABILITY NOT SUBJECT TO THE FOREGOING, CHOP ’S MAXIMUM LIABILITY WILL NOT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO NAME OF CORE SERVICE FACILITY AT CHOP FOR THE CORE SERVICES IN QUESTION.

Indemnification Procedure. A Any party seeking indemnification (the ------------------------- "Indemnitee") pursuant to this Article IV shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt promptly provide written notice of any claim to the party from whom which it seeks indemnification is sought (the "Indemnitor") within a reasonable period of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing sotime. The Indemnitor shall (withindemnifying Person, if necessaryit so elects, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim shall assume and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of control the defense thereof (and shall consult with the Indemnitee prior indemnified person with respect thereto), including the employment of counsel reasonably satisfactory to the settlement indemnified person within ten (10) business days after receipt of any indemnified matter. Indemnitee agrees the notice with respect thereto, and the payment of all necessary expenses; provided that -------- ---- as a condition precedent to use reasonable efforts the indemnifying person's right to cooperate with Indemnitor in connection with its defense assume control of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected such defense, it must first enter into an agreement with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign person (in form and substance reasonably satisfactory to the Indemnitor indemnified person) pursuant to which the entire indemnifying person agrees to be fully responsible for all losses relating to such claim and unconditionally guarantees the payment and performance of any liability or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated obligation which may arise with respect to such claim or claims the facts giving rise to such claim for indemnification; provided -------- further that the indemnifying person shall not have the right to assume control ------- of such defense if the claim which the indemnifying person seeks to assume control of (i) seeks non-monetary relief or (ii) involves criminal or quasi-criminal allegations; and provided further that (i) the indemnifying -------- ------- person shall not consent to the imposition of any injunction against the indemnified person without the written consent of the Indemniteeindemnified person, (ii) the indemnifying person shall permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of such counsel shall be borne by the indemnified person (except as provided below), and (iii) upon a final determination of such action, suit or proceeding, the indemnifying person shall promptly reimburse to the full extent required under this Article IV the indemnified person for the full amount of any Loss resulting from such action, suit or proceeding and all reasonable and related expenses incurred by the indemnified person, other than fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action, suit or proceeding by the indemnifying person (except as provided below). If the indemnifying person is permitted to assume and control the defense and elects to do so, the indemnified person shall have the right to employ counsel separate from counsel employed by the indemnifying person in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the indemnified person shall be at the expense of the indemnified person unless (i) the employment thereof has been specifically authorized by the indemnifying person in writing, (ii) the indemnifying person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying person and the indemnified person, (iii) the indemnifying person has failed to assume the defense and employ counsel; or (iv) the indemnified person has reasonably determined that an adverse outcome could have a material adverse effect on its business reputation or could reasonably be expected to have a materially adverse precedential effect; in which case the fees and expenses of the indemnified person's counsel shall be paid by the indemnifying person. In the event the indemnifying person fails to elect to defend such claim in accordance with the foregoing, then the indemnified person may elect, but shall not be required, to defend against or settle such claim as it sees fit, provided that any settlement of such claim shall require the consent of the indemnifying person, which consent shall not be unreasonably withheld.

Indemnification Procedure. A party seeking indemnification (a) An Indemnified Person that seeks indemnity under this Article VIII will give written notice certified by an officer of the ------------------------- "Indemnitee"Indemnified Person (an “Officer’s Certificate”) shall use its best efforts to minimize the Indemnifying Person containing (i) a description and, if known, the estimated amount of any liabilitiesLosses incurred or reasonably expected to be incurred by the Indemnified Person (including, damagesif appropriate, deficiencies, claims, judgments, assessments, an estimate of all costs and expenses in respect reasonably expected to be incurred by the Indemnified Person by reason of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice such claim), (ii) a reasonably detailed explanation of the basis for the Officer’s Certificate to the party from whom extent of the facts then known by the Indemnified Person, and (iii) a demand for payment of those Losses, provided, however, that in order to be valid any such Officer’s Certificate must be delivered to the Indemnifying Person or prior to the expiration, if applicable, of any applicable representations as set forth in Section 8.1. Within forty-five (45) days after delivery of an Officer’s Certificate, the Indemnifying Person may deliver to the Indemnified Person a written response in which the Indemnifying Person will either (A) agree that the Indemnified Person is entitled to receive payment of all of the Losses at issue in the Officer’s Certificate or (B) dispute the Indemnified Person’s entitlement to indemnification is sought by delivering a notice of objection to the Indemnified Person (the "Indemnitor"“Indemnity Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Indemnifying Person takes neither of the assertion foregoing actions within forty-five (45) days after delivery of the Officer’s Certificate, then the Indemnifying Person will be deemed to have irrevocably accepted the Officer’s Certificate. If the Indemnifying Person delivers an Objection Notice to the Indemnified Party, then the Indemnified Party and the Indemnifying Person will attempt in good faith, for a claim for indemnification, but in no event longer than (i) period of thirty (30) days after service from the Indemnified Person’s receipt of process the Indemnity Objection Notice, to agree to the amount of the Losses at issue in the event litigation is commenced against Officer’s Certificate. Any resolution by the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself Indemnified Person and the Indemnitor, including the filing of Indemnifying Person during such thirty (30) day period as to any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of Losses at issue in the defense Officer’s Certificate will be final and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated binding with respect to such Losses. With respect to Losses at issue in the Officer’s Certificate which are not resolved by the end of thirty (30) day period, the amount of such Losses at issue in the Officer’s Certificate (less the amount, if any, acknowledged in the Indemnity Objection Notice by the Indemnifying Person as due the Indemnified Person), will be treated as a disputed claim or claims to be settled pursuant to the terms of this Agreement. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the IndemniteeSecurities and Exchange Commission.

Indemnification Procedure. A (i) Promptly after receipt by a Buyer Indemnified Party of notice by a third party seeking of any complaint or the commencement of any action or proceeding with respect to which indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be is being sought under this Agreement, such Buyer Indemnified Party shall notify the Seller Indemnitors Representative of such complaint or of the commencement of such action or proceeding; provided, however, that failure to so notify such party shall not relieve Sellers from liability for such claims arising other than under this Agreement and such failure to so notify the such party shall relieve Sellers from liability which Sellers may have under this Agreement with respect to such claim if, but only if, and only to the extent that, such failure to notify the Sellers results in the forfeiture by Sellers of rights and defenses otherwise available to Sellers with respect to such claim. The Indemnitee Sellers shall give prompt have the right, upon written notice to the party Buyer Indemnified Party from whom indemnification is sought (the "Indemnitor") Seller Indemnitors Representative, to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Buyer Indemnified Party and the payment of the assertion fees and disbursements of a claim for indemnificationsuch counsel as incurred. If Sellers do not elect to assume control of the defense of any such claims, but in no event longer than (i) thirty (30) days after service of process in Sellers shall be bound by the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of results otherwise obtained with respect to such claim. No In the event, however, that Sellers decline or fail to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such notice Buyer Indemnified Party, in either case in a timely manner, then such Buyer Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and Sellers shall pay the reasonable fees and disbursements of assertion such counsel upon receipt of a claim an invoice; provided, however, that Sellers shall satisfy not be required to pay the requirements fees and disbursements of this Section 8.12 unless it describes more than one counsel for all Buyer Indemnified Parties in reasonable detail and any jurisdiction in good faith the facts and circumstances upon which the asserted claim for indemnification is basedany single action or proceeding. If In any action or proceeding shall be brought in connection with any liability or claim respect to be indemnified hereunderwhich indemnification is being sought under this Agreement, the Indemnitee Buyer Indemnified Parties or Sellers, whichever is not assuming the defense of such action, shall provide have the Indemnitor twenty (20) calendar days right to decide whether participate in such litigation and to defend retain its own counsel at such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing soparty's own expense. The Indemnitor Buyer Indemnified Parties or Sellers, as the case may be, shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times use reasonable efforts to keep Sellers or the Buyer Indemnified Parties, as the case may be, reasonably apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts claim the defense of which they are maintaining, and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemniteeaction.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee"a) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of If a claim shall satisfy be made by any tax authority relating to any tax items generated by the requirements of this Section 8.12 unless it describes Company and its subsidiaries and utilized, included or includible in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunderCognizant's Consolidated Returns ("Tax Claim"), the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such periodCognizant shall, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by control all proceedings and make all decisions in connection with such Tax Claim (including selection of counsel) and, without limiting the insurance company insuring against foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any tax authority with respect thereto, and may, in its sole discretion, either pay the tax claimed and xxx for a refund where applicable law permits such claim refund suits or contest the Tax Claim in any permissible manner. Cognizant shall be under no obligation to notify the Company of such Tax Claim unless the resolution thereof may have a material adverse impact on the tax position of the Company or its subsidiaries for any taxable period beginning after the last taxable period in which the Company and undertaking to defend such claim, or by other counsel selected by it and approved by its subsidiaries were included in a Cognizant Consolidated Return (the Indemnitee"Post-Cognizant Period"), which approval determination shall be made by Cognizant acting in good faith. If the resolution of such Tax Claim may have a material adverse impact on the tax position of the Company or its subsidiaries for a Post-Cognizant Period, Cognizant shall promptly notify, and consult with, the Company in order to achieve a mutually satisfactory resolution to the Tax Claim, with both parties acting in good faith. If Cognizant and the Company cannot agree to a mutually satisfactory resolution within 30 days of the initial notice by Cognizant to the Company, Cognizant shall retain full control of the resolution of such Tax Claim in accordance with the first sentence of this Section 6.3; provided that if the Company waives its right to be indemnified hereunder and agrees in writing to bear any cost or expense arising from such Tax Claim and indemnify Cognizant therefor, Cognizant may, but shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times obligated to, relinquish control of the status resolution of the defense such Tax Claim and shall consult with the Indemnitee prior have no further responsibility for such Tax Claim. If Cognizant does not relinquish control of a Tax Claim pursuant to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matterpreceding sentence, then upon receipt of indemnification, the Indemnitee it shall fully assign remain liable to the Indemnitor the entire claim or claims to the extent of the Company and its subsidiaries for indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.under Section 6.2(a)

Indemnification Procedure. A If a claim occurs for which a party seeking has an indemnification obligation under Section 6(C) or 6(D) above, the indemnified party (the ------------------------- "“Indemnitee"”) shall will: (a) promptly notify the indemnifying party (the “Indemnitor”) in writing of the claim; (b) use its best commercially reasonable efforts to minimize any liabilitiesmitigate the effects of the claim; (c) reasonably cooperate with the Indemnitor in the defense of the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice with counsel reasonably satisfactory to the party from whom indemnification is sought (Indemnitee, all at the "Indemnitor") ’s cost and expense. If the Indemnitor assumes the defense of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide may participate in such defense with the Indemnitee’s own counsel who will be retained, at the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, nor the Indemnitee shall take all necessary steps will consent to protect the interests of itself and the Indemnitor, including the filing entry of any necessary responsive pleadings, judgment or enter into any settlement with respect to the seeking claim without the prior written consent of emergency relief or the other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemniteeparty, which approval shall consent will not be unreasonably withheld or delayed. The Indemnitor shall keep If the Indemnitee fully apprised at all times withholds consent in respect of a judgment or settlement involving only the status payment of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor shall thereupon be subrogated will have the right, upon written notice to the Indemnitee within five days after receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable third party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is obligated under this Contract, if any, at which time the Indemnitor’s rights and obligations with respect to such claim will cease. The Indemnitor will not be liable for any settlement or claims other disposition of a claim by the Indemnitee which is reached without the written consent of the IndemniteeIndemnitor.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize If a claim for a Loss is made or threatened against a Hemostemix Indemnitee or an AHS Indemnitee under this Section 18 or for any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought other reason under this Agreement. The , and if such Hemostemix Indemnitee or AHS Indemnitee, as the case may be, intends to seek indemnification with respect thereto under this Agreement, such Hemostemix Indemnitee or AHS Indemnitee, as the case may be, shall give prompt written notice to promptly notify the party from whom indemnification is sought (the "Indemnitor") applicable indemnitor in writing of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claimprovide reasonable detail thereof. For Third Party claims, or by other counsel selected by it the indemnitor, at its sole cost and approved by expense, has the right, and Hemostemix and AHS, on its own behalf and on behalf of each Hemostemix Indemnitee and AHS Indemnitee, which approval respectively, as the case may be, hereby authorizes such indemnitor, to select reasonable and appropriate counsel to represent such Hemostemix Indemnitee or AHS Indemnitee, as the case may be, and to direct all strategic aspects of defending any claim or lawsuit, including, decisions relating to the conduct of discovery and all other pre-trial and trial matters, as well as settlement, on behalf of such Hemostemix Indemnitee or AHS Indemnitee, as the case may be; provided, however, the settlement of any claim shall require the consent of the applicable indemnitee, such consent not to be unreasonably withheld or delayed. The Indemnitor Hemostemix Indemnitee or AHS Indemnitee, as the case may be, at the indemnitor's sole cost and expense, shall keep cooperate with the Indemnitee fully apprised at all times reasonable requests of the status indemnitor's chosen defense counsel in all aspects of the defense of any claim or lawsuit, including making personnel and shall consult with the Indemnitee prior records available upon reasonable written request. Notwithstanding anything contained herein to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified mattercontrary, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated if litigation is commenced with respect to a claim and the Hemostemix Indemnitee or AHS Indemnitee, as the case may be, does not materially comply with the terms of this Section 18, the indemnitor shall be relieved and released from any and all obligations of defense and indemnification for such claim or claims of the Indemniteeunder this Agreement.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (ia) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (iib) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 8.10 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.

Indemnification Procedure. A party seeking indemnification (the ------------------------- a) Promptly following receipt by a Parent-Indemnified Party or a Seller- Indemnified Party, as applicable (an "IndemniteeIndemnified Party") shall use its best efforts of notice by a ----------------- third party (including any Governmental Entity) of any complaint, dispute, or claim or the commencement of any audit, investigation, action, or proceeding with respect to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity such Indemnified Party may be sought under this Agreement. The Indemnitee entitled to receive payment from the other party for any Parent Losses or any Seller Losses (as the case may be), such Indemnified Party shall give prompt written notice to notify Parent or Sellers, as the party from whom indemnification is sought case may be (the "IndemnitorIndemnifying Party") of ); provided, however, that the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in failure to so notify the event litigation is commenced against ------------------ ------------------ Indemnifying Party shall relieve the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any Indemnifying Party from liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter assuming full responsibility for any Parent Losses or claims Seller Losses (as the case may be) resulting from such audit, investigation, action, or proceeding, to assume the defense of such audit, investigation, action, or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the Indemniteefees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action, or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then any Parent Losses or any Seller Losses (as the case may be) shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any audit, investigation, action, or proceeding for which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of any matter in which it is maintaining a defense and to cooperate in good faith with the other party with respect to the defense of any such matter.

Indemnification Procedure. A If a claim occurs for which a party seeking has an indemnification obligation under Section 6(C) or 6(D) above, the indemnified party (the ------------------------- "“Indemnitee"”) shall will: (a) promptly notify the indemnifying party (the “Indemnitor”) in writing of the claim; (b) use its best commercially reasonable efforts to minimize any liabilitiesmitigate the effects of the claim; (c) reasonably cooperate with the Indemnitor in the defense of the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice with counsel reasonably satisfactory to the party from whom indemnification is sought (Indemnitee, all at the "Indemnitor") Indemnitor ‘s cost and expense. If the Indemnitor assumes the defense of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide may participate in such defense with the Indemnitee’s own counsel who will be retained, at the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, nor the Indemnitee shall take all necessary steps will consent to protect the interests of itself and the Indemnitor, including the filing entry of any necessary responsive pleadings, judgment or enter into any settlement with respect to the seeking claim without the prior written consent of emergency relief or the other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemniteeparty, which approval shall consent will not be unreasonably withheld or delayed. The Indemnitor shall keep If the Indemnitee fully apprised at all times withholds consent in respect of a judgment or settlement involving only the status payment of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor shall thereupon be subrogated will have the right, upon written notice to the Indemnitee within [***] days after receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable third party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is obligated under this Contract, if any, at which time the Indemnitor’s rights and obligations with respect to such claim will cease. The Indemnitor will not be liable for any settlement or claims other disposition of a claim by the Indemnitee which is reached without the written consent of the IndemniteeIndemnitor. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL F. No Warranty NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, BY FACT OR LAW, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS CONTRACT. PATHEON MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY IN RESPECT OF THE CLIENT’S PRODUCT.

Indemnification Procedure. A party seeking indemnification (a) An Indemnified Party that wishes to assert a Direct Claim shall promptly deliver a Notice of Claim to the ------------------------- "Indemnitee") shall use its best efforts Indemnifying Party setting out in reasonable detail the nature of the Indemnity Claim. The failure to minimize any liabilitiesgive, damagesor a delay in giving, deficiencies, claims, judgments, assessments, costs and expenses a Notice of Claim in respect of which indemnity may be sought under this Agreement. The Indemnitee a Direct Claim shall give prompt written notice not relieve the Indemnifying Party of its obligations hereunder, except and only to the party from whom indemnification is sought (extent of any prejudice caused to the "Indemnitor") of the assertion Indemnifying Party by that failure or delay. Following receipt of a claim for indemnificationNotice of Claim in respect of a Direct Claim, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) Indemnifying Party shall have sixty (60) days after to make such investigation of the assertion Indemnity Claim as is considered necessary or desirable. For the purpose of that investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied on by the Indemnified Party to substantiate the Indemnity Claim, together with such claiminformation as the Indemnifying Party may reasonably request. No such notice of assertion of a claim shall satisfy If the requirements parties to the Indemnity Claim agree, on or before the expiry of this Section 8.12 unless it describes sixty (60) day period, as to the validity and amount of the Indemnity Claim, the Indemnity Claim shall be considered fully and finally determined in reasonable detail and in good faith the facts and circumstances upon amount agreed upon, failing which the asserted claim for indemnification is based. If any action or proceeding matter shall be brought referred to binding arbitration. Any such arbitration shall be administered in connection accordance with its Canadian Arbitration Rules. There shall be no appeal of an award of the arbitrator. The number of arbitrators shall be one. The place of arbitration shall be Xxxxxxx, Xxxxxxx, Xxxxxx. The language of the arbitration shall be English. The arbitrator shall not, without the written consent of the parties to the arbitration, appoint any liability expert or claim to other consultant or retain any counsel. The Parties agree that the arbitration shall be indemnified hereunder, kept confidential and that the Indemnitee shall provide existence of the Indemnitor twenty proceeding and any element of it (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief briefs or other action necessary to maintain the status quodocuments submitted or exchanged, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rightsany testimony or other oral submissions and any awards) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep disclosed beyond the Indemnitee fully apprised at all times arbitrator, the Parties, their counsel and any person necessary to the conduct of the status proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise or as may be required by applicable Law. Judgment upon any award may be entered in any court having jurisdiction or application may be made to the court for a judicial recognition of the defense and shall consult with award or an order of enforcement, as the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteecase may be.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (ia) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (iib) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 9.4 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. The Indemnitee agrees to use reasonable efforts to cooperate with the Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.

Indemnification Procedure. A If a party seeking indemnification hereto (the ------------------------- "IndemniteeIndemnified Party") shall use its best efforts asserts that another party (the "Indemnifying Party") has become obligated to minimize indemnify pursuant to this Article V, or if any liabilitiessuit, damagesaction, deficienciesinvestigation, claimsclaim or proceeding is begun, judgments, assessments, costs and expenses in respect made or instituted as a result of which indemnity the Indemnifying Party may be sought under this Agreement. The Indemnitee become obligated to the Indemnified Party hereunder, the Indemnified Party shall give prompt written notice to the party from whom Indemnifying Party within a sufficiently prompt time to avoid prejudice to the Indemnifying Party, specifying in reasonable detail the facts upon which the claimed right to indemnification is sought (based. The Indemnifying Party shall, at its own cost, be entitled to contest or defend any action against the "Indemnitor") Indemnified Party. The Indemnified Party and the Indemnifying Party shall each be entitled to choose counsel of their choice and each party shall bear the cost of counsel it so chooses. In the event of the assertion settlement of a claim an action for indemnificationwhich indemnification is required, but in no event longer than (i) the Indemnifying Party shall not be required to indemnify the Indemnified Party unless the Indemnifying Party shall have agreed to the terms of such settlement, which agreement shall not be unreasonably withheld. Any payment to be made by an Indemnifying Party shall be made within thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion delivery of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or an uncontested claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability indemnification or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times final determination of the status of the defense and shall consult with the Indemnitee prior amount to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeindemnified.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee"a) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which An Indemnified Party that seeks indemnity may be sought under this Agreement. The Indemnitee shall Article 7 will give prompt written notice certified by an officer of the Indemnified Party (an “Officer’s Certificate”) to the party from whom indemnification is sought (an “Indemnifying Party”), the "Indemnitor") of Designated Member, and the assertion of a claim for indemnification, but in no event longer than Escrow Agent containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonably detailed explanation of the basis for the Officer’s Certificate to the extent of the facts then known by the Indemnified Party, and (iii) a demand for payment of those Losses, provided, however, that in order to be valid any such Officer’s Certificate must be delivered to the Members on or prior to the expiration of any applicable representations, warranties, covenants, agreements and obligations as set forth in Section 7.1. Within forty-five (45) days after delivery of an Officer’s Certificate, the Indemnifying Party or the Designated Member may deliver to the Indemnified Party a written response in which the Indemnifying Party or the Designated Member will either (i) agree that the Indemnified Party is entitled to receive payment of all of the Losses at issue in the Officer’s Certificate or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering a notice of objection to the Indemnified Party and the Escrow Agent (the “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If neither the Indemnifying Party nor the Designated Member takes either of the foregoing actions within forty-five (45) days after delivery of the Officer’s Certificate, then the Indemnifying Party and the Designated Member will be deemed to have irrevocably accepted the Officer’s Certificate. If the Indemnifying Party or the Designated Member delivers an Objection Notice to the Indemnified Party and the Escrow Agent, then the Indemnified Party and either the Indemnifying Party or the Designated Member will attempt in good faith, for a period of thirty (30) days after service from the Indemnified Party’s receipt of process the Objection Notice, to agree to the amount of the Losses at issue in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claimOfficer’s Certificate. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected Any resolution by the insurance company insuring against Indemnified Party and either the Indemnifying Party or the Designated Member during such thirty (30) day period as to any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of Losses at issue in the defense Officer’s Certificate will be final and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated binding with respect to such Losses. With respect to Losses at issue in the Officer’s Certificate which are not resolved by the end of thirty (30) day period, the amount of such Losses at issue in the Officer’s Certificate (less the amount, if any, acknowledged in the Objection Notice by the Indemnifying Party as due the Indemnified Party), will be treated as a disputed claim or claims to be settled pursuant to Section 8.12. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the IndemniteeSecurities and Exchange Commission.

Indemnification Procedure. A party seeking indemnification (the ------------------------- a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an "IndemniteeIndemnified Party") shall use its best efforts of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity such Indemnified Party may be sought under this Agreement. The Indemnitee shall give prompt written notice entitled to receive payment from the party from whom indemnification is sought other Party for any Buyer Losses or Seller Losses (as the case may be), such Indemnified Party will notify GETS or Wabtec, as the case may be (the "IndemnitorIndemnifying Party") ), promptly following the Indemnified Party's receipt of such complaint or of notice of the assertion commencement of a such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such claim for indemnificationonly if, but in no event longer than and only to the extent that, the Indemnifying Party is prejudiced thereby. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within ten (i) thirty (3010) days after service of process in to assume the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion defense of such claimaudit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. No such notice If, however, the Indemnifying Party declines or fails to assume the defense of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any audit, investigation, action or proceeding shall on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10)-day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be brought required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in connection any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with any liability or claim respect to be indemnified which indemnification is being sought hereunder, the Indemnitee shall provide Indemnified Party or the Indemnitor twenty (20) calendar days Indemnifying Party, whichever is not assuming the defense of such action, will have the right to decide whether participate in such matter and to defend retain its own counsel at such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing soParty's own expense. The Indemnitor shall (withIndemnifying Party or the Indemnified Party, if necessaryas the case may be, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised will at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts matter the defense of which they are maintaining and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemniteematter.

Indemnification Procedure. A party An Indemnified Party seeking indemnification shall deliver an Officer's Certificate to the Indemnifying Party identifying Losses incurred, accrued or sustained; provided that, with respect to any claim for indemnification pursuant to clause (i) of SECTION 8.2(a), in the ------------------------- "Indemnitee"case of a claim by Buyer, or pursuant to clause (i) of SECTION 8.2(b), in case of a claim by Seller, the Officer's Certificate relating to such claim shall use its best efforts be delivered prior to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect the termination of the representation or warranty the breach or inaccuracy of which indemnity may be sought under this Agreementgives rise to the claim for indemnification. The Indemnitee shall give prompt Indemnifying Party may object to any such claim set forth in such Officer's Certificate by providing, within 30 days following delivery of such Officer's Certificate, written notice to the party from whom Indemnified Party specifying the basis for such party's objection. If an objection to the amount of Losses specified in such Officer's Certificate is provided by the Indemnifying Party, and such Indemnifying Party and the Indemnified Party are unable to resolve such dispute after good faith discussions within 30 days following the delivery of such objection notice, such dispute shall be resolved in accordance with SECTION 10.10. If no such objection is made, the Indemnifying Party shall promptly pay the claim. In the case of indemnification is sought by Seller and at the option of Buyer, the outstanding principal amount of the Convertible Stock Note shall be reduced by the amount of the Losses (the an "IndemnitorINDEMNIFICATION SET-OFF AMOUNT") provided, that, if the Indemnification Set-Off Amount exceeds the outstanding principal balance of the assertion Convertible Stock Note, then such excess Indemnification Set-Off Amount may, at Buyer's option, be applied to reduce the outstanding principal balance of a claim for indemnificationthe Convertible Cash Note(s), but in no event longer than provided, that (i) thirty (30) days after service if such Indemnification Set-Off Amount is applied to reduce the outstanding principal amount of process in the event litigation is commenced against the Indemnitee by a third partyConvertible Note, or (ii) sixty (60) days after if Seller disputes the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such Indemnified Party's claim and undertaking to defend (iii) if the Indemnified Party prevails in such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matterdispute, then upon receipt of indemnification, the Indemnitee Seller shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated indemnify Buyer for any accrued interest with respect to such claim or claims the principal amount of each Convertible Note that is reduced by the Indemnification Set-Off Amount for the period beginning on the day after the date of delivery of the IndemniteeOfficer's Certificate setting forth the claim until the date that such Indemnification Set-Off Amount is applied to reduce the outstanding principal amount of such Convertible Note. Any accrued interest that Seller is obligated to indemnify Buyer for pursuant to the previous sentence shall be added to such Indemnification Set-Off Amount.

Indemnification Procedure. A After the incurrence of any Loss by any Buyer Party or any Seller Party, which might give rise to indemnification hereunder, the party seeking indemnification (the ------------------------- "“Indemnitee"”) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice deliver to the party from whom which indemnification is sought (the "“Indemnitor"”) written notice of such Loss within fifteen (15) days of Indemnitee’s becoming aware thereof; provided, however, that delay or failure to so notify the assertion Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is prejudiced by reasons of such delay or failure. The Indemnitor shall have a claim for indemnification, but in no event longer than (i) period of thirty (30) days after service of process within which to respond thereto. If the Indemnitor accepts responsibility within such thirty (30)-day period, the Indemnitor shall be obligated to compromise or defend such matter, at its own expense and through counsel reasonably satisfactory to the Indemnitee. If the Indemnitor does respond within such 30-day period and rejects responsibility for such matter in the event litigation is commenced against the Indemnitee by a third partywhole or in part, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunderdoes not respond, the Indemnitee shall provide be free to pursue, without prejudice to any of its rights hereunder, such remedies as may be available to the Indemnitee under applicable law at the Indemnitor’s expense (subject, for the avoidance of doubt, to the limits set forth in this Article 14). The Indemnitee agrees to cooperate fully with the Indemnitor twenty (20) calendar days to decide whether to defend and its counsel in the defense against any such liability or claimasserted liability. During such periodIn any event, the Indemnitee shall take have the right to participate in a non-controlling manner and at its own expense in the defense of such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee and until such consent is obtained the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement containing a complete release of the Indemnitee from all necessary steps liability in connection with the underlying claim that the Indemnitor wishes to protect accept, the interests Indemnitee may continue to pursue such matter, free of itself and any participation by the Indemnitor, including at the filing sole expense of any necessary responsive pleadingsthe Indemnitee. In such event, the seeking obligation of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times shall be equal to the lesser of (i) the amount of the status offer of settlement which the defense Indemnitee refused to accept plus the costs and shall consult with expenses of the Indemnitee prior to the settlement date the Indemnitor notifies the Indemnitee of any indemnified the offer of settlement; or (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee’s continuing to pursue such matter. Indemnitee agrees The Indemnitor shall be entitled to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event recover from the Indemnitee has any additional expenses incurred by the Indemnitor as a result of the decision of the Indemnitee to pursue such matter. So long as the Indemnitor is reasonably contesting any such claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnificationin good faith, the Indemnitee shall fully assign to the Indemnitor the entire claim not pay or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to settle such claim without the Indemnitor’s prior written consent; provided that the Indemnitee may pay or claims of settle such claim if it waives its right to indemnity therefor from the IndemniteeIndemnitor.

Indemnification Procedure. A party seeking indemnification (the ------------------------- a) Promptly following receipt by a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (an "IndemniteeIndemnified Party") shall use its best efforts of ----------------- notice by a third party (including any Governmental Entity) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with respect to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity such Indemnified Party may be sought under this Agreement. The Indemnitee entitled to receive payment from the other party for any Purchaser Losses or any Seller Losses (as the case may be), such Indemnified Party shall give prompt written notice to notify Purchaser or the party from whom indemnification is sought Seller, as the case may be (the "IndemnitorIndemnifying Party") of ), provided, however, ------------------ -------- -------- that the assertion of a failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim for indemnificationonly if, but in no event longer than (i) thirty (30) days after service of process and only to the extent that, such failure to so notify the Indemnifying Party results in the event litigation is commenced against forfeiture by the Indemnitee by a third party, or (ii) sixty (60) days after Indemnifying Party of rights and defenses otherwise available to the assertion of Indemnifying Party with respect to such claim. No such The Indemnifying Party shall have the right, upon written notice of assertion of a claim shall satisfy delivered to the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor Indemnified Party within twenty (20) calendar days thereafter assuming full responsibility for any Purchaser Losses or Seller Losses (as the case may be) resulting from such audit, investigation, action or proceeding, to decide whether to defend assume the defense of such liability audit, investigation, action or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitorproceeding, including the filing employment of any necessary responsive pleadingscounsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the seeking Indemnifying Party declines or fails to assume the defense of emergency relief or other action necessary to maintain the status quoaudit, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (withinvestigation, if necessary, reservation of rights) defend such action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then any Purchaser Losses or any Seller Losses (as the case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at its such party's own expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor Indemnifying Party or the Indemnified Party (as the case may be) shall keep the Indemnitee fully apprised at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts matter the defense of which it is maintaining and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemnitee.matter,

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect An indemnified Party under Section 9.2 of which indemnity may be sought under this Agreement. The Indemnitee Agreement shall give prompt written notice to the party from whom indemnification is sought Shareholder Representative (when and to the "Indemnitor"extent that the Indemnified Party has actual knowledge thereof) of any condition, event or occurrence or the assertion commencement of any action, suit or proceeding for which indemnification may be sought, and the Shareholder Representative, through counsel reasonably satisfactory to the Indemnified Party, shall assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that any Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice but at its own expense. In any event, if the Shareholder Representative fails to assume the defense within a claim reasonable time, the Indemnified Party may assume such defense or other indemnification obligation and the reasonable fees and expenses of its attorneys will be covered by the indemnity provided for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claimSection 9.2. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action action, suit or proceeding for which indemnification may be sought shall be brought compromised or settled in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect manner which might adversely affect the interests of itself and the Indemnitor, including Shareholders without the filing prior written consent of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall Shareholder Representative (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of ); provided, however, that SPSS may settle any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out cause of or connected with action without the indemnified matterShareholder Representative's consent, then upon receipt of indemnification, but in such case the Indemnitee Shareholders shall fully assign not be required to the Indemnitor the entire claim or claims reimburse SPSS for its Losses except and to the extent that the results of arbitration conducted in accordance with Section 12.8 hereof determines that the Shareholders must indemnify SPSS therefor. Notwithstanding anything in this Section 9.3 to the contrary, the Shareholder Representative shall not, without the prior written consent of the indemnification actually paid Indemnified Party, (i) settle or compromise any action, suit or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the Indemnitor claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in any manner that may materially and adversely affect the Indemnitor Indemnified Party other than as a result of money damages or other money payments. The Shareholders shall thereupon pay all expenses, including attorneys' fees, that may be subrogated with respect to such claim or claims of incurred by any Indemnified Party in enforcing the Indemniteeindemnity provided for in Section 9.2.

Indemnification Procedure. A party seeking indemnification (You shall promptly notify us in writing of the ------------------------- "Indemnitee") shall use its best efforts to minimize assertion, filing or service of any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity Claim or other matter that is or may be sought under covered by this Agreement. The Indemnitee indemnity, and shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, immediately take such action as necessary or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps appropriate to protect the interests of itself WMSC, WFS, Walmart, Inc. and its Affiliates, respective officers, employees, shareholders, directors, agents and representatives. You shall promptly notify us in writing of the Indemnitor, including legal counsel that you propose to engage to defend the filing interests of any necessary responsive pleadingsWalmart related indemnitee in such matter. Such legal counsel shall strictly comply with Walmart’s Indemnity Counsel Guidelines. If any Walmart indemnitee determines that such legal counsel has not represented, defended, or protected a Walmart indemnitee’s interests in accordance with Walmart’s Indemnity Counsel Guidelines, or reasonably believes your legal counsel is unwilling or unable to do so, the seeking of emergency relief or Walmart indemnitee may replace such counsel with other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor counsel of its own choosing. In such event, any fees and expenses of such new counsel, together with all expenses or costs incurred because of the change of counsel, shall be paid or reimbursed by you as part of its indemnity obligation under these WMSC Freight Terms. Further, you will provide, at your sole cost and expense, all cooperation, documentation, and information reasonably requested by a Walmart indemnitee in doing soconnection with any Claim. The Indemnitor Walmart indemnitee shall (withat all times have the right to direct the defense of, if necessaryand to accept or reject any offer to compromise or settle, reservation any lawsuit, claim, demand or liability asserted against Walmart, and its affiliates, respective officers, employees, shareholders, directors, agents and representatives, and you will not settle or resolve any portion of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claimor lawsuit without the Walmart indemnitee’s prior written approval. 12 Disclaimer NEITHER WE NOR ANY WALMART AFFILIATE MAKES ANY REPRESENTATION OR WARRANTY AS TO THE SEAWORTHINESS, or by other counsel selected by it and approved by the IndemniteeAIRWORTHINESS, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matterROADABILITY, then upon receipt of indemnificationSAFETY, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the IndemniteeOR SUITABILITY OF ANY SUBCONTRACTOR’S VESSEL, CRAFT, VEHICLE, OR EQUIPMENT OR OTHER CONVEYANCE OR WAREHOUSE OR OTHER FACILITY OR SPACE.

Indemnification Procedure. A party seeking indemnification (the ------------------------- a) Promptly after receipt by a Purchaser Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "IndemnitorIndemnified Party") of the assertion of a claim for indemnification, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee notice by a third party, party of any complaint or (ii) sixty (60) days after the assertion commencement of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party for any Purchaser Losses or Seller Losses (as the case may be), such Indemnified Party shall be brought notify Purchaser or Seller, whoever is the appropriate indemnifying party hereunder (the "Indemnifying Party"), within 10 days of such complaint or of the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such claim arising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in connection the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with any liability or claim respect to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter, to assume the defense of such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitoraction or proceeding, including the filing employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then such Indemnified Party may employ counsel to represent or defend it in any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expenseand the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, using counsel selected by however, that the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval Indemnifying Party shall not be unreasonably withheld required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or delayedproceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnitor Indemnifying Party or the Indemnified Party, as the case may be, shall keep the Indemnitee fully apprised at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts action the defense of which they are maintaining and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemniteeaction.

Indemnification Procedure. A party seeking Promptly after the incurrence of any Losses by any Purchaser Indemnified Person or Participating Holder Indemnified Person (an “Indemnified Party”), or receipt by an Indemnified Party of notice of a Third Party Claim for which such Indemnified Party is entitled to indemnification pursuant to Section 8.1 or 8.2 (an “Indemnifiable Claim”), such Indemnified Party will give the ------------------------- "Indemnitee"Indemnification Control Person written notice thereof (an “Indemnification Notice”); provided, however, that delay or failure to so notify the Indemnification Control Person shall only relieve the Indemnifying Party of its obligations to the extent, if at all, that it is materially prejudiced by reasons of such delay or failure. Such notice by the Indemnified Party shall describe the Indemnifiable Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnification Control Person shall have a period of thirty (30) days within which to respond to such Indemnification Notice. If the Indemnification Control Person accepts responsibility for the entirety of such Indemnifiable Claim within such thirty (30) day period, the Indemnification Control Person shall be entitled to compromise or defend, at its own expense and by counsel chosen by the Indemnification Control Person and reasonably satisfactory to the Indemnified Party, such matter; provided, however, that notwithstanding any other provision in this Section 8.5 to the contrary, Section 7.5(f) shall use its best efforts be the exclusive provision governing procedures relating to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses indemnification if such Indemnifiable Claim is a Tax Claim. If the Indemnification Control Person rejects responsibility for the matter set forth in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but an Indemnification Notice in no event longer than (i) whole or in part or does not respond within thirty (30) days after service receiving such Indemnification Notice, the Indemnified Party shall be free to pursue, without prejudice to any of process its rights hereunder, such remedies as may be available to the Indemnified Party under applicable Law at the Indemnifying Party’s expense. The Indemnified Party agrees to cooperate fully with the Indemnification Control Person and its counsel in the event litigation defense against any such Indemnifiable Claim. In any event, the Indemnified Party shall have the right to participate in a non-controlling manner and at its own expense in the defense of such Indemnifiable Claim. The Indemnification Control Person shall not enter into a settlement of such Indemnifiable Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed), and until such consent is commenced against obtained the Indemnitee Indemnification Control Person shall continue the defense of such Indemnifiable Claim. If a firm offer is made to settle an Indemnifiable Claim (a) that is not a Tax Claim, (b) that does not involve any admission of liability or wrongdoing by a third partyany Indemnified Party or its Affiliates or the creation of financial or other obligation on the part of the Indemnified Party or its Affiliates, (c) provides for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Indemnifiable Claim, (d) does not involve injunctive relief binding upon the Indemnified Party or any of its Affiliates, and (iie) sixty such settlement does not encumber any of the material assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within thirty (6030) days after the assertion its receipt of such claimnotice, and also fails to assume defense of such Indemnifiable Claim, the Indemnifying Party may settle the Indemnifiable Claim upon the terms set forth in such firm offer to settle such Indemnifiable Claim. No such notice of assertion of a claim shall satisfy If the requirements of Indemnified Party has assumed the defense pursuant to this Section 8.12 unless 8.5, it describes shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding any provisions in reasonable detail and in good faith this Section 8.5 to the facts and circumstances upon which contrary, the asserted claim for indemnification is based. If Indemnification Control Person shall not be entitled to assume or continue control of the defense of any action Indemnifiable Claim if (A) such Indemnifiable Claim relates to or proceeding shall be brought arises in connection with any liability governmental proceeding, action, indictment, allegation or claim investigation; (B) such Indemnifiable Claim relates primarily to be indemnified hereunder, Intellectual Property; (C) such Indemnifiable Claim seeks an injunction or equitable relief against the Indemnitee shall provide Indemnified Party; (D) the Indemnitor twenty Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (20E) calendar days to decide whether the Indemnification Control Person fails to defend such liability or claimIndemnifiable Claim in good faith. During such periodIf the Indemnified Party controls the defense of any Indemnifiable Claim, the Indemnitee Indemnified Party shall take all necessary steps be entitled to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected be reimbursed by the insurance company insuring against any Indemnifying Party for its reasonable defense costs as such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteecosts are incurred.

Indemnification Procedure. A (i) Promptly after receipt by a Affiliate Indemnified Party of notice by a third party seeking of any complaint or the commencement of any action or proceeding with respect to which indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be is being sought under this Agreement, such Affiliate Indemnified Party shall notify the Shareholders of such complaint or of the commencement of such action or proceeding; PROVIDED, HOWEVER, that failure to so notify the Shareholders shall not relieve the Shareholders from liability for such claims except and only to the extent that such failure to notify the Shareholders results in the forfeiture of, or otherwise prejudices the Shareholder's ability to establish, rights and defenses otherwise available to the Shareholders with respect to such claim. The Indemnitee Shareholders shall give prompt have the right, upon written notice to the party from whom indemnification is sought (Affiliate Indemnified Party, to assume the "Indemnitor") defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Affiliate Indemnified Party and the payment of the assertion fees and disbursements of a claim for indemnificationsuch counsel as incurred. If the Shareholders do not elect to assume control of the defense of any such claims, but in no event longer than (i) thirty (30) days after service of process in the event litigation is commenced against Shareholders shall be bound by the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of results otherwise obtained with respect to such claim. No In the event, however, that the Shareholders decline or fail to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such notice Affiliate Indemnified Party, in either case in a timely manner, then such Affiliate Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and the Shareholders shall pay the reasonable fees and disbursements of assertion such counsel upon receipt of a claim an invoice; PROVIDED, HOWEVER, that the Shareholders shall satisfy not be required to pay the requirements fees and disbursements of this Section 8.12 unless it describes more than one counsel for all Affiliate Indemnified Parties in reasonable detail and any jurisdiction in good faith any single action or proceeding. However, in the facts and circumstances upon event, that an action or proceeding relating to the Seller Intellectual Property arises after March 31, 2001 in which the asserted claim for indemnification Shareholders decline or fail to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such Affiliate Indemnified Party in such action or proceeding, in either case in a timely manner, then such Affiliate Indemnified Party may employ counsel to represent or defend it, the Seller or Affiliates in any such action or proceeding relating to the Seller Intellectual Property and Optio shall pay the fees and disbursements of such counsel if it is baseddetermined that there is no liability by Buyer, Seller or the Affiliates to such third party. If In any action or proceeding shall be brought in connection with any liability or claim respect to be indemnified hereunderwhich indemnification is being sought under this Agreement, the Indemnitee Affiliate Indemnified Parties or the Shareholders, whichever is not assuming the defense of such action, shall provide have the Indemnitor twenty (20) calendar days right to decide whether participate in such litigation and to defend retain its own counsel at such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing soparty's own expense. The Indemnitor Affiliate Indemnified Parties or the Shareholders, as the case may be, shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times use reasonable efforts to keep the Shareholders or the Affiliate Indemnified Parties, as the case may be, reasonably apprised of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts claim the defense of which they are maintaining, and to cooperate in good faith with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated each other with respect to the defense of any such claim or claims of the Indemniteeaction.

Indemnification Procedure. A party seeking indemnification Promptly after receipt by an Indemnified Person of notice of the commencement of any claim or Legal Proceeding (an “Indemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder against the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses Indemnifying Party in respect thereof, notify the Company (or its successor) in writing of which indemnity the commencement thereof; provided that (i) the omission to so notify the Company will not relieve the Indemnifying Party from any liability that it may have hereunder except to the extent it has been materially prejudiced by such omission and (ii) the omission to so notify the Company will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this Article VIII. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Company of the commencement thereof, the Indemnifying Party will be sought under this Agreement. The Indemnitee shall give prompt entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice from whom indemnification is sought the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (the "Indemnitor"other than reasonable costs of investigation) of unless (A) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required) and that all such expenses shall be reimbursed as they occur), (B) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a claim for indemnification, but in no event longer than (i) thirty (30) days reasonable time after service of process in the event litigation is commenced against the Indemnitee by a third party, or (ii) sixty (60) days after the assertion of such claim. No such notice of assertion commencement of a claim the Indemnified Claims, (C) the Indemnifying Party shall satisfy the requirements of this Section 8.12 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification have failed or is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking failing to defend such claim, or by other counsel selected by it and approved is provided written notice of such failure by the IndemniteeIndemnified Person and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, which approval or (D) the Indemnifying Party shall not have authorized in writing the employment of counsel for such Indemnified Person. Notwithstanding anything herein to the contrary, the Company and the other Debtors shall have sole control over any Tax controversy or Tax audit and shall be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times permitted to settle any liability for Taxes of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor Company and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemniteeother Debtors.