Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party Parry which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4Section 7. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such Indemnified Party in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in or that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Indemnifying Party has not assumed the defense of the action or proceedings, then such Indemnifying Indemnified Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 48. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under hereunder this Article 411. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel of its choosing that is reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements for one law firm in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 410. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party If any Person has a claim for Losses hereunder (an "Indemnified Party"), the Indemnified Party will: (a) seeking indemnification shall give prompt notice notify the party or parties hereto from which it is entitled to the other party make such claim (individually, an "Indemnifying Party" and, together, the "Indemnifying PartyParties") of any claim for indemnification arising under this Article 4. The such claim, specifying the nature of the Losses and the amount or estimated amount thereof if feasible, and (b) unless in the Indemnified Party's reasonable judgment (based on written advice of counsel) a conflict of interest between the Indemnified Party and the Indemnifying Parties may exist with respect to the matter giving rise to such claim, permit the Indemnifying Party shall have the right to assume and to control thereafter conduct the defense of any such claim the matter with counsel reasonably acceptable to such Indemnified Party, at of the Indemnifying Party's own cost and expensechoice reasonably satisfactory to the Indemnified Party. If the defense is so assumed, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall will not be subject to any liability for any settlement made with respect to such claim by the Indemnified Party without its consent, which will not be unreasonably withheld. An Indemnifying Party who is not entitled to or elects not to assume the defense of a claim, will not be obligated to pay the fees and disbursements expenses of separate more than one counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available all parties it indemnifies with respect to such claim, unless in the reasonable judgment of any Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be (based on written advice of counsel) a conflict of interest if may exist between such Indemnifying Indemnified Party and the any other Indemnified Party have common counsel in any Parties with respect to such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheldclaim.

Indemnification Procedure. A If a Party entitled to indemnification hereunder (the Indemnified Party) becomes aware of any matter it believes is identifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "“Action”), the Indemnified Party") seeking indemnification , as a condition precedent hereto, shall give the other Party (the Indemnifying Party) prompt written notice of such Action. Such notice shall (I) provide the basis on which indemnification is being asserted and (II) be accompanied by copies of all relevant pleadings, demands, and other papers related to the other party (Action and in the "Indemnifying possession of the Indemnified Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have the sole right to assume and settle and/or to control the defense of defend any such claim Action with counsel of the Indemnifying Party’s choice reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay not be otherwise responsible for payment of attorney fees or expenses arising from or related to the reasonable fees and disbursements Action. Any Indemnified Party shall have the right to participate in the defense of any Action with counsel for such Indemnified Partyof its choice at its own expense. No Any compromise or settlement of any such claim or payment in connection with any such settlement an Action shall be made without require the prior written consent of the Indemnifying Party which both Parties hereunder, such consent not to be unreasonably withheld, delayed or conditioned. Indemnification hereunder shall not be unreasonably withheldavailable if a party brings an Action or has caused or contributed to an Action.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party In the event of any such claim against any Genzyme Indemnitee or Voyager Indemnitee (individually, an "Indemnified Party") seeking indemnification “Indemnitee”), the indemnified Party shall give prompt notice to promptly notify the other party (Party in writing of the "Indemnifying Party") claim and the indemnifying Party shall manage and control, at its sole expense, the defense of any the claim for indemnification arising under this Article 4and its settlement. The Indemnifying Indemnitee shall 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 authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Sections 14.1 (General Indemnification by Genzyme), 14.2 (General Indemnification by Voyager) or 14.3 (Product Liability) may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel represented in any such proceedingaction or proceeding by separate counsel at their expense, or provided that the indemnifying Party shall be responsible for payment of such expenses if the Indemnified Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party has not assumed for the defense of matters to which the action or proceedings, then indemnifying Party notified the Indemnitees that such Indemnifying Party exception(s) may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheldapply.

Indemnification Procedure. A party If any Party entitled to indemnification under this section (an "“Indemnified Party"”) seeking makes an indemnification request to the other, the Indemnified Party shall give prompt notice to permit the other party (the "“Indemnifying Party"”) to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any settlement or agree to any disposition that imposes an obligation on the Indemnified Party that is not wholly discharged or dischargeable by the Indemnifying Party. The Indemnified Party shall notify the Indemnifying Party promptly of any claim for indemnification arising under this Article 4. The which the Indemnifying Party is responsible and shall have cooperate with the right Indemnifying Party as commercially reasonable to assume and to control the facilitate defense of any such claim with counsel reasonably acceptable to such claim; provided that the Indemnified Party, at ’s failure to notify Indemnifying Party shall not diminish the Indemnifying Party's own cost and expense, including obligations under this Section except to the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event extent that the Indemnifying Party shall not be obligated to pay the fees and disbursements is materially prejudiced as a result of separate counsel for such in such actionfailure. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such An Indemnified Party that are different from or in addition shall at all times have the option to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel participate in any such proceeding, matter or if the Indemnified Party has not assumed the defense litigation through counsel of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheldits own selection at its own expense.

Indemnification Procedure. A party Party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4IX. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party Parry which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (In the event that an "Indemnified Party") seeking Indemnitee intends to claim indemnification under Clause 7.1, such Indemnitee shall give prompt notice promptly notify the indemnifying Party of any Liability in respect of which the Indemnitee intends to claim such indemnification, and the indemnifying Party shall assume and have exclusive control over the defense thereof with counsel selected by the indemnifying Party that is reasonably satisfactory to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party Indemnitee; provided, however, that such Indemnitee shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel fully participate in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedingsproceeding and to retain its own counsel, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay with the reasonable fees and disbursements expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel for retained by the indemnifying Party would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between such Indemnified PartyIndemnitee and any other party represented by such counsel in such proceedings. No Neither the indemnifying Party nor the Indemnitee shall enter into any settlement of any such claim or payment in connection agreement with any such settlement shall be made Third Party without the prior consent of the Indemnifying Party other Party, which consent shall not be unreasonably withheldwithheld or delayed. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of such action, to the extent prejudicial to the indemnifying Party’s ability to defend such action, shall relieve the indemnifying Party of its obligations under Clause 7.1, but the failure to so deliver notice to the indemnifying Party will not relieve it of any Liability that it may have to any Indemnitee otherwise than as aforesaid. The Indemnitee shall, at the expense of the indemnifying Party, cooperate with the indemnifying Party and its legal representatives in the investigation and defense of any Liability covered by this Agreement.

Indemnification Procedure. A The parties’ obligation to indemnify is subject to the conditions that the party with the obligation to indemnify (an "“Indemnifying Party”) is given prompt notice of any such claims and is given primary control of and all reasonably requested assistance (at the other party’s cost) for the defense of such claims (with counsel reasonably satisfactory to the party being indemnified (“Indemnified Party") seeking indemnification ”)), provided that the Indemnified Party shall give prompt notice under no circumstances be required to admit liability, and provided further that any delay in notification shall not relieve the Indemnifying Party of its obligations hereunder except to the other party (extent that the "delay materially impairs its ability to indemnify. Without limiting the foregoing, the Indemnified Party may participate in the defense at its own expense and with its own counsel; provided that if the Indemnified Party reasonably concludes that the Indemnifying Party has conflicting interests or different defenses available with respect to such claim, the reasonable fees and expenses of one counsel to the Indemnified Party shall be borne by the Indemnifying Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the right to assume and to control the defense part of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if which would otherwise adversely affect the Indemnified Party has not assumed without the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the ’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). The Indemnifying Party shall keep the Indemnified Party advised of the status of the claims and the defense thereof and shall consider in good faith the recommendations made by the Indemnified Party with respect thereto.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such Indemnified Party in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Indemnified Party may employ separate counsel to represent or defend such Indemnified Partyit, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4VII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall will give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall will have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall will not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall will determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall will pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall will be made without the prior written consent of the Indemnifying Party which consent shall will not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party Party seeking indemnification pursuant to this Article VIII (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party Party or Parties against whom such indemnification is sought (as applicable, the "“Indemnifying Party"”) of any claim for indemnification arising under hereunder this Article 48. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel of its choosing that is reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements for one law firm in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party If either Corixa or GSK (in each case an "Indemnified Party") seeking indemnification shall give prompt notice to receives any written claim which it believes is the other party subject of indemnity hereunder by either GSK or Corixa, as the case may be (the in each case an "Indemnifying Party") the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided, however, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any claim for indemnification arising under this Article 4liability to the Indemnified Party. The Indemnifying Party shall have the right right, by prompt notice to the Indemnified Party, to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available satisfactory to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party shall pay does not so assume the reasonable fees and disbursements defense of such claim, the Indemnified Party may assume such defense with counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without its choice at the prior consent sole expense of the Indemnifying Party. If the Indemnifying Party which consent so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall not be unreasonably withheldborne solely by the Indemnified Party.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4indemnification. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, Party in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 47. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification Any Xxxxxx Indemnitee or Triangle Indemnitee, as the case may be, shall give prompt notice to the other party notify Triangle or Xxxxxx (the "Indemnifying Party") promptly in writing of any an indemnifiable claim for indemnification arising or cause of action under this Article 4Section 15.1(a) or 15.1(b) upon receiving notice or being informed of the existence thereof. The Indemnifying Party shall have assume, at its cost and expense, the right to assume and to control the sole defense of any such claim with or cause of action through counsel selected by the Indemnifying Party and reasonably acceptable to the other Party. The Indemnifying Party shall maintain control of such Indemnified Partydefense, including any decision as to settlement; provided that, in the event that the Indemnifying Party does not diligently defend such claim or cause of action on a timely basis, then, without prejudice to any other rights and remedies available to the other Party under this Agreement, the other Party may take over such defense with counsel of its choosing at the Indemnifying Party's own cost and expense. The other Party may, at its option and expense, participate in the Indemnifying Party's defense, and if the other Party so participates, the Parties shall cooperate with one another in such defense. The Indemnifying Party shall bear the total costs of any court award or settlement of such claim or cause of action and all other costs, fees and expenses related to the resolution thereof (including the cost and expense of reasonable attorneys' fees and disbursements except for attorneys' fees for which the other Party is responsible in connection with such defense, the event that the other Party participates in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the 's defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with cause of action). The indemnification obligations herein shall apply on a first dollar basis without limitation or reduction due to any such settlement shall be made without the prior consent of the Indemnifying Party deductible or self-insured retention which consent shall not be unreasonably withheldTriangle or Xxxxxx respectively may have under their respective insurance coverage.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party Parry which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (When required to indemnify an "Indemnified Party") seeking indemnification , the Indemnifying Party shall give prompt notice to assume on behalf of such Indemnified Party and conduct with due diligence and in good faith the other party (the "Indemnifying Party") defense of any claim for indemnification arising under this Article 4against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to assume and control the defense or settlement thereof, the Indemnified Party may elect to control participate through separate counsel in the defense of any such claim with claim. The fees and expenses of counsel reasonably acceptable to retained by the Indemnified Party shall be at the expense of such Indemnified Party, at Party unless (a) there exists a material conflict of interest between the Indemnifying Party's own cost Party and expense, including such Indemnified Party in the cost and expense conduct of reasonable attorneys' fees and disbursements in connection with the defense of such defense, claim (in which event case the Indemnifying Party shall not be obligated have the right to pay control the fees and disbursements defense or settlement of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to claim on behalf of such Indemnified Party that are different from or in addition to those available to but no settlement shall be entered into without the consent of the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld, conditioned, or delayed) or (b) the Indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof (and in each of such cases the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party).

Indemnification Procedure. A party An Indemnified Party that intends to claim indemnification under Section 6.4 above shall promptly notify the Indemnifying Party (an "Indemnified Party") seeking indemnification shall give prompt notice to either DYNACURE or ICM acting on behalf of the other party (the "Indemnifying Party"Co-Owners as appropriate) of any Liability or action in respect of which the Indemnified Party intends to claim for indemnification arising under this Article 4. The such indemnification, and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, assume and to control the defense of any such claim thereof with counsel reasonably acceptable to such Indemnified Party, at selected by the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event; provided, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such an Indemnified Party that are different from or in addition shall have the right to those available retain its own counsel, with the fees and expenses of such counsel to be paid by the Indemnifying Party, in that there could reasonably be expected to be a conflict if representation of interest if such Indemnifying Party and the Indemnified Party have common by the counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and retained by the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for would be inappropriate due to actual or potential differing interests between such Indemnified PartyParty and any other party represented by such counsel in such proceedings. No The indemnification obligations of Section 6.4 above shall not apply to amounts paid in settlement of any such claim claim, suit, action, demand or payment in connection with any judgment if such settlement shall be made is effected without the prior consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld. The Indemnified Party, its employees and agents, shall co-operate fully with the Indemnifying Party and its legal representatives in the investigation of any action, claim or liability covered by indemnification under Section 6.4 above.

Indemnification Procedure. A party If either Archemix or SomaLogic (in each case an "“Indemnified Party"”) seeking indemnification shall receives any written claim which it believes is the subject of indemnity hereunder by the other Party (in each case an “Indemnifying Party”) the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give prompt notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided, however, that the failure to give timely notice to the other party (Indemnifying Party as contemplated hereby shall not release the "Indemnifying Party from any liability to the Indemnified Party except to the extent the Indemnifying Party can demonstrate that such failure materially prejudiced the rights of the Indemnifying Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have the right right, by prompt notice to the Indemnified Party, to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available satisfactory to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party shall pay does not so assume the reasonable fees and disbursements defense of such claim, the Indemnified Party may assume such defense with counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without its choice at the prior consent sole expense of the Indemnifying Party. If the Indemnifying Party which consent so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall not be unreasonably withheldborne solely by the Indemnified Party.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 47. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such Indemnified Party in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in or that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Indemnifying Party has not assumed the defense of the action or proceedings, then such Indemnifying Indemnified Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A Whenever any demand shall be made upon a party (an "the “Indemnified Party"”) seeking indemnification shall give prompt notice to under the Lease or Assignment for which the other party (the "“Indemnifying Party"”) is required to indemnify the Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party of such demand in writing and provide a copy of any claim for indemnification arising under this Article 4written document delivered to the Indemnified Party relating to such demand. The No notice need be given by the Indemnified Party unless and until it has received written notice of the demand. Within fifteen (15) days of written notice to the Indemnifying Party of any such demand, the Indemnified Party shall either satisfy and pay in full such demand or assume the defense of such demand at its sole cost and expense with counsel approved by the Indemnified Party in its reasonable discretion. If the Indemnifying Party shall have the right fail to satisfy any such demand or fail to assume and to control in a reasonable manner the defense of any such claim with counsel reasonably acceptable to such Indemnified Partydemand arising under the Lease or Assignment, at as applicable, within the Indemnifying Party's own cost and expensetime period set forth above, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel shall be free to defend, settle, litigate, appeal and otherwise act in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Partyits reasonable discretion, and the Indemnifying Party shall pay the be obligated to reimburse in full any settlement, judgment or similar liability and all costs associated therewith including reasonable out-of-pocket legal fees and disbursements and shall not have any defense based on the reasonableness or necessity of counsel for such the Indemnified Party. No settlement of any ’s actions or its failure to defend effectively such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withhelddemand.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4Section 7. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such Indemnified Party in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in or that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Indemnifying Party has not assumed the defense of the action or proceedings, then such Indemnifying Indemnified Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A The parties’ obligation to defend, indemnify and hold harmless is subject to the conditions that the party with the obligation to defend, indemnify and hold harmless (an "“Indemnifying Party”) is given prompt notice of any such claims and is given primary control of and all reasonably requested assistance (at the other party’s cost) for the defense of such claims (with counsel reasonably satisfactory to the party being indemnified (“Indemnified Party") seeking indemnification ”)), provided that any delay in notification shall give prompt notice not relieve the Indemnifying Party of its obligations hereunder except to the other party (extent that the "Indemnifying Party is materially prejudiced thereby. Without limiting the foregoing, the Indemnified Party may participate in the defense at its own expense and with its own counsel; provided that if the Indemnified Party reasonably concludes that the Indemnifying Party has conflicting interests or different defenses available with respect to such claim, the reasonable fees and expenses of one counsel to the Indemnified Party shall be borne by the Indemnifying Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the right to assume and to control the defense part of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if which would otherwise adversely affect the Indemnified Party has not assumed without the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the ’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). The Indemnifying Party shall keep the Indemnified Party advised of the status of the claims and the defense thereof and shall consider in good faith the recommendations made by the Indemnified Party with respect thereto.

Indemnification Procedure. A The parties’ obligation to indemnify is subject to the conditions that the party with the obligation to indemnify (an "“Indemnifying Party”) is given prompt notice of any such claims and is given primary control of and all reasonably requested assistance (at the other party’s cost) for the defense of such claims (with counsel reasonably satisfactory to the party being indemnified (“Indemnified Party") seeking indemnification ”), provided that the Indemnified Party shall give prompt notice under no circumstances be required to admit liability, and provided further that any delay in notification shall not relieve the Indemnifying Party of its obligations hereunder except to the other party (extent that the "delay materially impairs its ability to indemnify. Without limiting the foregoing, the Indemnified Party may participate in the defense at its own expense and with its own counsel; provided that if the Indemnified Party reasonably concludes that the Indemnifying Party has conflicting interests or different defenses available with respect to such claim, the reasonable fees and expenses of one counsel to the Indemnified Party shall be borne by the Indemnifying Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the right to assume and to control the defense part of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if which would otherwise adversely affect the Indemnified Party has not assumed without the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the ’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). The Indemnifying Party shall keep the Indemnified Party advised of the status of the claims and the defense thereof and shall consider in good faith the recommendations made by the Indemnified Party with respect thereto.

Indemnification Procedure. A party If any proceeding shall be instituted involving any person in respect of whom indemnity may be sought, such person (an the "Indemnified Partyindemnified party") seeking indemnification shall give prompt notice to promptly notify the other party, and, upon request of the indemnified party, the other party (shall retain counsel reasonably satisfactory to the "Indemnifying Party") indemnified party to represent the indemnified party and shall pay as incurred the reasonable fees and expenses of such counsel related to such proceeding. In any claim for indemnification arising under this Article 4. The Indemnifying Party such proceeding, any indemnified party shall have the right to assume and to control the defense of any such claim with retain its own counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's its own cost and expense, including except that the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party other party shall not be obligated to pay as incurred the fees and disbursements expenses of separate such counsel if (i) the indemnified party and the other party shall have mutually agreed to the retention of such counsel or, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnified party and the other party and representation of both parties by the same counsel would be inappropriate, in the reasonable opinion of the indemnified party, due to actual or potential differing interests between them. In no event shall any party be liable for the fees and expenses of more than one counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment all indemnified parties in connection with any such settlement one action or separate but similar or related actions arising out of the same general allegations or circumstances. No party shall be made liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment, the prior consent of parties agree to indemnify the Indemnifying Party which consent shall not be unreasonably withheldindemnified party to the extent set forth in this Agreement.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.. EXHIBIT 2.1

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld.. EXHIBIT 10.4 ARTICLE VII

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4Section 6. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking ------------------------- indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification Party")seeking indemnirication shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' ofreasonable attorneys fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, event however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment payment. in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld.. EXHIBIT 10.2

Indemnification Procedure. A The party seeking indemnification under this Article XI (an the "Indemnified Party") seeking indemnification shall give prompt provide written notice to the other party (the "Indemnifying Party") with respect to which it seeks indemnification, and Indemnifying Party shall assume the defense of such Claims with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed by the Indemnifying Party with counsel so selected, the Indemnifying Party shall not be subject to any claim liability for indemnification arising under this Article 4any settlement of such Claims made by the Indemnified Party without the Indemnifying Party's consent (such consent to not be unreasonably withheld or delayed). The Indemnified Party shall not be subject to any liability for any settlement of such Claims made by the Indemnifying Party without the Indemnified Party's consent (which consent is not to be unreasonably withheld), and such settlement shall include an unconditional release of the Indemnified Party from all liability on such Claims. If the Indemnified Party desires to retain separate counsel, the Indemnified Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Partydo so, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event but the Indemnifying Party shall not be obligated to pay the fees and disbursements expenses of such separate counsel for such counsel. The parties hereto agree to cooperate fully with each other in such action. In connection with the eventdefense, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from negotiation or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such legal proceeding, claim or payment demand and to engage in connection with any such settlement shall be made without no action that would result in or increase liability on the prior consent part of the Indemnifying Party which consent shall not be unreasonably withheldother party.

Indemnification Procedure. A (a) Promptly after receipt by an indemnified party (under Section 8.1 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under Section 8.1, notify the indemnifying party of the commencement thereof; provided, however, that failure to so notify the indemnifying party shall not affect an "Indemnified Party") seeking indemnification shall give prompt notice indemnifying party’s obligations hereunder, except to the other extent that the indemnifying party is materially prejudiced by such failure. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the "Indemnifying Party") indemnifying party shall not thereafter be responsible for the fees and expenses of any claim for indemnification arising under this Article 4separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. The Indemnifying Party Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party(including local counsel), and the Indemnifying Party indemnifying party shall pay bear the reasonable fees fees, costs and disbursements expenses of such separate counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.if

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 43. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification Any Xxxxxx Indemnitee or Triangle Indemnitee, as the case may be, shall give prompt notice to the other party notify Triangle or Xxxxxx (the "Indemnifying PartyINDEMNIFYING PARTY") promptly in writing of any an indemnifiable claim for indemnification arising or cause of action under this Article 4Section 13.1(a) or 13.1(b) upon receiving notice or being informed of the existence thereof. The Indemnifying Party shall have assume, at its cost and expense, the right to assume and to control the sole defense of any such claim with or cause of action through counsel selected by the Indemnifying Party and reasonably acceptable to the other Party. The Indemnifying Party shall maintain control of such Indemnified Partydefense, including any decision as to settlement; provided that, in the event that the Indemnifying Party does not diligently defend such claim or cause of action on a timely basis, then, without prejudice to any other rights and remedies available to the other Party under this Agreement, the other Party may take over such defense with counsel of its choosing at the Indemnifying Party's own cost and expense. The other Party may, at its option and expense, participate in the Indemnifying Party's defense, and if the other Party so participates, the Parties shall cooperate with one another in such defense. The Indemnifying Party shall bear the total costs of any court award or settlement of such claim or cause of action and all other costs, fees and expenses related to the resolution thereof (including the cost and expense of reasonable attorneys' fees and disbursements except for attorneys' fees for which the other Party is responsible in connection with such defense, the event that the other Party participates in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the 's defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with cause of action). The indemnification obligations herein shall apply on a first dollar basis without limitation or reduction due to any such settlement shall be made without the prior consent of the Indemnifying Party deductible or self-insured retention which consent shall not be unreasonably withheldTriangle or Xxxxxx respectively may have under their respective insurance coverage.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such Indemnified Party in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Indemnifying Party has not assumed the defense of the action or proceedings, then such Indemnifying Indemnified Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 49. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party In the event any Buyer Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party") seeking indemnification shall give prompt notice becomes aware of a matter resulting in Losses or potential Losses to such Indemnified Party, with respect to which Buyer, Seller or Parent, as the other party case may be (the "Indemnifying Party") of any claim for ), may be required to provide indemnification arising under this Article 4. The Agreement, the Indemnified Party shall, as soon as reasonably possible or necessary (but not later than thirty (30) days after becoming aware of such matter), give notice to the Indemnifying Party in writing. If such Losses are based on a third-party claim, the Indemnified Party shall have give to the right to assume Indemnifying Party all reasonable information and to control assistance for the defense and settlement of any such claim with counsel reasonably acceptable to such Indemnified Party, matter at the Indemnifying Party's own cost expense. The Indemnifying Party will pay all damages and expensecosts awarded therein against the Indemnified Party which are attributable to such proceedings, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event but the Indemnifying Party shall will not be obligated responsible for any settlement payments made without their consent. The Indemnified Party may also, subject to pay the Indemnifying Party's right to control the defense, participate in the defense with counsel of its choice, provided that the attorney's fees and disbursements of separate counsel incurred by the Indemnified Party for such in such action. In counsel shall be borne by the event, however, that such Indemnified Party's legal counsel shall determine that defenses . A claim for indemnification for Losses arising from any matter not involving a third-party claim may be available to such asserted by the Indemnified Party that are different from or in addition to those available by providing notice to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel shall be entitled to represent or defend such Indemnified Party, and recover from the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment Losses incurred in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheldmatters.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 46. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld.. MISCELLANEOUS

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") Promptly after receipt by a Party of any claim or notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnities provided for indemnification arising under in this Article 4Section 14.6 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall have the right to assume and to control the defense of any such claim thereof with counsel reasonably acceptable designated by such Party and satisfactory to such the Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event; provided, however, that if the defendants in any such action include both the Indemnified Party's legal counsel Party and the Indemnifying Party and the Indemnified Party shall determine have reasonably concluded that defenses there may be legal defenses available to such Indemnified Party that it which are different from or in addition to additional to, or inconsistent with, those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party shall have common counsel in any the right to select and be represented by separate counsel, at the Indemnifying Party's expense, unless a liability insurer is willing to pay such proceedingcosts. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, or if the Indemnified Party has not assumed may at the defense expense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall contest, settle, or pay the reasonable fees and disbursements of counsel for such Indemnified Party. No claim, provided that settlement or full payment of any such claim or payment in connection with any such settlement shall may be made without the prior only following consent of the Indemnifying Party which consent or, absent such consent, written opinion of the Indemnified Party's counsel that such claim is meritorious or warrants settlement. Notwithstanding anything herein, the Indemnified Party shall not be unreasonably withheldbear expenses proportionate to its share of liability.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4VII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall will give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall will have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall will not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall will determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall will pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall will be made without the prior written consent of the Indemnifying Party which consent shall will not be unreasonably withheld.

Indemnification Procedure. A party If either Corixa or Prometheus (in each case an "Indemnified Party") seeking indemnification shall give prompt notice to receives any written claim which it believes is the other party subject of indemnity hereunder by either Prometheus or Corixa, as the case may be (the in each case an "Indemnifying Party") the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided, however, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any claim for indemnification arising under this Article 4liability to the Indemnified Party, unless such failure to provide timely notice is prejudicial to the Indemnifying Party. The Indemnifying Party shall have the right right, by prompt notice to the Indemnified Party, to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available satisfactory to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party shall pay does not so assume the reasonable fees and disbursements defense of such claim, the Indemnified Party may assume such defense with counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without its choice at the prior consent sole expense of the Indemnifying Party. If the Indemnifying Party which consent so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall not be unreasonably withheldborne solely by the Indemnified Party.

Indemnification Procedure. A party (an "“Indemnified Party"”) seeking indemnification shall give prompt notice to the other party (the "“Indemnifying Party"”) of any claim for indemnification arising under this Article 4VI. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's ’s own cost and expense, including the cost and expense of reasonable attorneys' ’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's ’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior written consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld.

Indemnification Procedure. A Whenever any demand shall be made upon a party (an "the “Indemnified Party"”) seeking indemnification shall give prompt notice to under this lease contract for which the other party (the "“Indemnifying Party"”) is required to indemnify the Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party of such demand in writing and provide a copy of any claim for indemnification written document delivered to the Indemnified Party relating to such demand. No notice needs to be given by the Indemnified Party unless and until it has received written notice of the demand. Within fifteen (15) days of written notice to the Indemnifying Party of any such demand, the Indemnified Party shall either satisfy and pay in full such demand or assume the defense of such demand at its sole cost and expense with counsel approved by the Indemnified Party in its reasonable discretion. If the Indemnifying Party fails to satisfy any such demand or fail to assume reasonably the defense of any demand arising under this Article 4lease contract, as applicable, within the period set forth above, the Indemnified Parties shall be free to defend, settle, litigate, appeal and otherwise act in its reasonable discretion. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees reimburse in full any settlement, judgment, or similar liability and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or all costs associated in addition to those available to that, including reasonable out-of-pocket legal fees and disbursements, and shall not have any defense based on the Indemnifying Party, in that there could reasonably be expected to be a conflict reasonableness or necessity of interest if such Indemnifying Party and the Indemnified Party have common counsel in any Party’s actions or its failure to defend effectively such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withhelddemand.

Indemnification Procedure. A party (an "Indemnified Party") seeking indemnification shall give prompt notice to the other party (the "Indemnifying Party") of any claim for indemnification arising under this Article 410. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party's legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.