Common use of Conditions to Indemnification Clause in Contracts

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.. *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 11.01 10.1 and 11.02 10.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly Losses within sixty (60) days after the indemnified Party party becomes aware of such potential LiabilityLosses. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability Losses if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any other indemnification rights that the indemnified Party such party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstandingNeither party may settle a claim or action related to any Losses without the consent of the other party, if such settlement would impose any monetary obligation on the other party or require the other party to submit to an injunction or otherwise limit the other party's rights under this Agreement. Any payment made by a party to settle any such claim or action shall be at its own cost and expense. With respect to any claim by one party against the other arising out of the performance or failure of performance of the other party under this Agreement, the Parties acknowledge and parties expressly agree that failure the liability of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except party to the extent that the indemnifying Party’s rightsother party for such breach shall be limited under this Agreement or otherwise at law or equity to direct damages only and in no event shall a party be liable for punitive, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notifyexemplary or consequential damages.

Conditions to Indemnification. The obligations of If either a TRACON Indemnified Party or a Xxxxxxx Indemnified Party (each, an “Indemnified Party”) intends to seek indemnification under Section 9.1, the indemnifying Indemnified Party under Sections 11.01 and 11.02 are conditioned upon must: (a) give the delivery of other Party (the “Indemnifying Party”) reasonably prompt written notice to the indemnifying Party of any potential Liability promptly after Loss with respect to which such Indemnified Party intends to seek indemnification; (b) reasonably cooperate with the indemnified Indemnifying Party becomes aware of such potential Liability. The indemnifying Party shall have at the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim Indemnifying Party’s request and expense, in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect the claim; and (c) give the Indemnifying Party the right to control the indemnifying Partydefense or settlement of the claim, but in no event shall such action or notice be construed as a waiver of any indemnification rights provided that the indemnified Indemnifying Party may have at law will not enter into any settlement that adversely affects the Indemnified Party’s rights or in equityobligations without the Indemnified Party’s prior express written consent, which will not be unreasonably withheld, conditioned or delayed. If the indemnifying Party defends the suit or claim, the indemnified The Indemnified Party may participate in (but not control) the defense thereof or settlement of any such claim at its sole cost and expenseown expense with counsel of its choosing. The foregoing notwithstandingNotwithstanding the foregoing, the Parties acknowledge and agree that any failure of the indemnified Indemnified Party to promptly notify comply with the indemnifying provisions of clause (a) of this Section 9.2 will not relieve the Indemnifying Party of a potential Liability shall not constitute a waiver of, any defense or result in the loss of, such Party’s right to indemnification indemnity obligations under Section 11.01 or 11.02, as appropriate, this Agreement except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially Indemnifying Party is prejudiced by such failure to notifyfailure.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 17.1 and 11.02 17.2 of this Agreement are conditioned upon the delivery of written notice prompt Notice to the indemnifying Party of any potential Liability promptly of the aforementioned suits or claims in writing within fifteen (15) days after receipt of notice by the Indemnified Party of such suit or claim. Failure of an indemnified Party to provide notice of a claim to the indemnifying Party shall affect the indemnified Party's rights to indemnification only to the extent that such failure has a material adverse effect on the ability of the indemnifying Party becomes aware to defend or on the nature or amount of such potential Liabilitythe liability. The indemnified Party shall cooperate fully in the defense of all claims or suits. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could and the Indemnified Party shall have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect right to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof such claim or suit with counsel of its choice at its sole cost and expense. The foregoing notwithstanding, provision for indemnification shall be void and there shall be no liability against a party as to any suit or claim for which settlement or compromise or an offer of settlement or compromise is made without the Parties acknowledge and agree that failure prior consent of the indemnifying Party. Consent of the indemnified Party to promptly notify the indemnifying Party of a potential Liability settlement or compromise offer shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notifybe unreasonably withheld.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall Confidential treatment requested under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. not constitute a waiver of, or result in the loss of, such Party’s 's right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s 's rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 8.1 and 11.02 8.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability liability or claim for which the indemnified Party will seek indemnification promptly after the indemnified Party becomes aware of such potential Liabilityliability or claim; provided that failure to provide such notice shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 8.1 or 8.2, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such liability or claim, are materially prejudiced by such failure to notify. The indemnified Party, its employees and agents shall cooperate fully with the indemnifying Party and its legal representatives in the investigation of any action, claim or liability covered by this indemnification. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability liability if it has assumed responsibility for the suit or claim in writing; however. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the indemnified such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations Any Person seeking indemnification (the “Indemnitee”) under this Section 11 will give prompt written notice of the indemnity claim to the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written notice provide a copy to the indemnifying Party of any potential Liability promptly after complaint, summons or other written or verbal notice that the indemnified Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party becomes aware of liability to the Indemnitee under this Section 11 only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend such claim. Provided that the indemnifying Party is not contesting the indemnity obligation, the Indemnitee will permit the indemnifying Party to control any litigation relating to such claim and the disposition of such potential Liabilityclaim by negotiated settlement or otherwise, and the indemnifying Party shall assume such control with counsel mutually satisfactory to the Parties. The indemnifying Party shall have will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the right to assume Indemnitees’ prior written consent which will not be withheld or delayed unreasonably. The Indemnitees will cooperate with the indemnifying Party in such Party’s defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; howeverwhich indemnity is sought under this Agreement, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to at the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its ’s sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party or Merck, as applicable, becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified PartyParty or Merck, as applicable, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified PartyParty or Merck, as applicable, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party or Merck, as applicable, may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party or Merck, as applicable, to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s or Merck’s, as applicable, right to indemnification under Section 11.01 or 11.02, . as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations Each party agrees to promptly give the other party notice of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery any claim for which indemnification might be sought. Failure of written an indemnified party to provide notice of a claim to the indemnifying Party of any potential Liability promptly after party shall affect the indemnified Party becomes aware party’s right to indemnification only to the extent that such failure has a material adverse effect on the indemnifying party’s ability to defend or the nature or the amount of such potential the Liability. The Subject to the provisions of Article IV, the indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the indemnified Party such party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party ----------------------------- party under Sections 11.01 paragraphs 16.1 and 11.02 16.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability LIABILITY promptly after the indemnified Party party becomes aware of such potential LiabilityLIABILITY. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability LIABILITY if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business business, operations or assets of the indemnified Partyparty, the indemnified Party party may retain waive its rights to indemnity under this AGREEMENT and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the such indemnified Party party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 10.1 and 11.02 10.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability, PROVIDED, HOWEVER, that the failure to give such notice promptly shall not impair a Party's rights to indemnification under this Article 10 unless the delay in providing such notice has a material adverse effect on the ability of the indemnifying Party to defend against such Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the indemnified such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations Each party agrees to promptly give the other party notice of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery any claim for which indemnification might be sought. Failure of written an indemnified party to provide notice of a claim to the indemnifying Party of any potential Liability promptly after party shall affect the indemnified Party becomes aware party's right to indemnification only to the extent that such failure has a material adverse effect on the indemnifying party's ability to defend or the nature or the amount of such potential the Liability. The Subject to the provisions of Article IV, the indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the indemnified Party such party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the 32 38 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations Each Party agrees to promptly give the other Party notice of the indemnifying any claim for which indemnification may be sought. Failure of an indemnified Party under Sections 11.01 and 11.02 are conditioned upon the delivery to provide notice of written notice a claim to the indemnifying Party of any potential Liability promptly after shall only affect the indemnified Party’s right to indemnification hereunder if and to the extent that such failure has a material adverse effect on the indemnifying Party’s ability to defend the claim and/or the nature or the amount of the liabilities under the claim. Only a Party becomes aware of such potential Liabilitymay bring an indemnification claim. The indemnifying Party shall have the right to assume the defense of any suit or claim related to for which it is indemnifying the Liability other Party if it has assumed responsibility for the suit or claim in writing; provided, however, that if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the indemnified such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 11.01 8.1 and 11.02 8.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly after the indemnified Party party becomes aware of such potential Liability. The indemnifying Party party shall have the right to assume the defense of any suit action, suit, proceeding, claim or claim demand ("Action") related to the Liability if it has assumed responsibility for the suit or claim such Action in writing; howeverPROVIDED, HOWEVER, that if in the reasonable judgment of the indemnified Partyparty, such suit or claim Action involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may retain waive its right to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the indemnified Party such party may have at law or in equity. If the indemnifying Party party defends the suit or claimAction, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of indemnifying party shall keep the indemnified Party to promptly notify party informed of developments in any Action. The indemnified party shall cooperate with the indemnifying Party of a potential Liability shall not constitute a waiver of, or result party in the loss of, defense or settlement of any such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notifyAction.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 11.01 Articles 8.1 and 11.02 8.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability Claim promptly after the indemnified Party party becomes aware of such potential LiabilityClaim. The foregoing notwithstanding, the parties acknowledge and agree that failure of the indemnified party to promptly notify the indemnifying party of a potential Claim shall not constitute a waiver of, or result in the loss of, such party’s right to indemnification under Articles 8.1 or 8.2, as appropriate, except to the extent that the indemnifying party’s rights, and/or its ability to defend against such liability are materially prejudiced by such failure to notify. The indemnifying Party party is hereby authorized to carry out the sole management and defense of such potential Claim, and shall have the right to assume the defense of any suit or claim related to the Liability Claim if it has assumed responsibility for the suit or claim Claim in writing; however. However, if in the reasonable judgment of the indemnified Partyparty, such suit or claim Claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equitythereof. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 11.1 and 11.02 11.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 11.1 or 11.0211.2, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations Any Person seeking indemnification (the “Indemnitee”) under this Article 11 (Indemnification; Limited Liability; Insurance) will give prompt written notice of the indemnity claim to the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written notice provide a copy to the indemnifying Party of any potential Liability promptly after complaint, summons or other written or verbal notice that the indemnified Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party becomes aware of liability to the Indemnitee under this Article 11 (Indemnification; Limited Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend such claim. Provided that the indemnifying Party is not contesting the indemnity obligation, the Indemnitee will permit the indemnifying Party to control any litigation relating to such claim and the disposition of such potential Liabilityclaim by negotiated settlement or otherwise. The indemnifying Party shall have will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the right to assume Indemnitees’ prior written consent which will not be withheld, delayed or conditioned unreasonably. The Indemnitees will cooperate with the indemnifying Party in such Party’s defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; howeverwhich indemnity is sought under this Agreement, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to at the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its ’s sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the ----------------------------- indemnifying Party under Sections 11.01 11.1 and 11.02 11.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly Indemnifiable Claim within twenty (20) days after the indemnified Party becomes aware receives actual knowledge of the potential Indemnifiable Claim; however, the failure to give notice within such potential Liabilitytwenty (20) day period shall be a defense only to the extent the indemnifying Party is actually prejudiced thereby. The indemnifying Party shall have the right to assume and control the negotiation, defense and settlement of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writingIndemnifiable Claim; however, if in the reasonable judgment of the indemnified Party, such suit or claim Indemnifiable Claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain waive the right to have the indemnifying Party defend it under this Agreement and control of the negotiation, defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, at its expense, but in no event shall any such action or notice waiver otherwise be construed as a waiver of any indemnification rights that the indemnified such Party may have under this Agreement or otherwise at law or in equity. If the The indemnifying Party defends which does not control the suit or claimnegotiation, defense and settlement of the indemnified Party Indemnifiable Claim may participate in (but not control) the negotiation, defense and settlement thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, . as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 9.1 and 11.02 9.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability liability or claim for which the indemnified Party will seek indemnification promptly after the indemnified Party becomes aware of such potential Liabilityliability or claim. The foregoing notwithstanding, failure of the indemnified Party to provide such notice shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 9.1 or 9.2, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such liability or claim, are materially prejudiced by such failure to notify. The indemnified Party, its employees and agents shall cooperate fully with the indemnifying Party and its legal representatives in the investigation of any action, claim or liability covered by this indemnification. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability liability if it has assumed responsibility for the suit or claim in writing; however. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the indemnified such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 11.01 Articles 8.1 and 11.02 8.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability Claim promptly after the indemnified Party party becomes aware of such the potential LiabilityClaim. The foregoing notwithstanding, the parties acknowledge and agree that failure of the indemnified party promptly to notify the indemnifying party of a potential Claim shall not constitute a waiver of, or result in the loss of, a party’s right to indemnification under Articles 8.1 or 8.2, except to the extent that the indemnifying party’s rights, and/or its ability to defend against a Claim are materially prejudiced by the failure to notify. The indemnifying Party party is hereby authorized to carry out the sole management and defense of the potential Claim, and shall have the right to assume the defense of any suit or claim related to the Liability Claim if it has assumed responsibility for the suit or claim Claim in writing; however. However, if in the reasonable judgment of the indemnified Partyparty, such suit or claim the Claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equitythereof. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of indemnified party shall give the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of party prompt written notice to the indemnifying Party of any potential Liability promptly after claim or the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense institution of any suit or claim related against the indemnified party for which it may seek indemnification under this Article VI. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification party under Section 11.01 or 11.02, as appropriatethis Article VI, except to the extent that the indemnifying Party’s rights, and/or its party's ability to defend against such Liability, are claim or suit is materially prejudiced by such failure to notifygive notice. The indemnifying party shall be entitled to participate in the defense of such claim or suit and to assume the control of such defense; provided, however, that the indemnified party may elect to participate in, but not control, the defense of such claim or suit and to be represented by counsel, at its own expense, in connection therewith. The indemnifying party shall not enter into any settlement agreement, which would materially adversely affect the rights or obligations of the indemnified party under this Agreement or otherwise without the Indemnified party's prior written consent, such consent not to be unreasonably withheld or delayed. The indemnified party shall not be subject to any liability for any settlement made without its consent, unless such settlement provides for the payment by the indemnifying party of money damages only and the unconditional release of the indemnified party from all liability in connection with such claim.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 11.01 8.1 and 11.02 8.2 are conditioned upon upon: (i) the delivery of written notice to the indemnifying Party party of any potential Liability liability promptly after the indemnified Party party becomes aware of such potential Liability. The liability (provided that the failure to give such prompt notice shall not affect the indemnifying Party shall have party's indemnification obligations except to the extent that such party is actually prejudiced thereby); (ii) the indemnifying party having the right to assume the defense or settlement of any suit or claim related to the Liability if it has assumed responsibility for liability; (iii) the suit indemnified party providing reasonable assistance in connection with the defense and settlement; and (iv) neither party shall enter into any settlement which admits or claim in writing; however, if in the reasonable judgment concedes that any aspect of the indemnified Partyother party's patent rights is invalid or unenforceable, such suit or claim involves an issue otherwise negatively affects the rights or matter that could have a materially adverse effect on the business operations or assets obligations of the indemnified Partyother party without such other party's consent, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event which consent shall such action or notice not be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equityunreasonably withheld. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstandingNotwithstanding the foregoing, if, in the Parties acknowledge and agree that failure reasonable judgment of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss ofparty, such Party’s right suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified party, the indemnified party may waive its rights to indemnification indemnity under Section 11.01 this Agreement and control the defense or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notifysettlement thereof.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 7.01 and 11.02 7.02 above are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit action, suit, proceeding, claim or claim demand ("Action") related to the Liability if it has assumed responsibility for the suit or claim such Action in writing; provided, however, that if in the reasonable judgment of the indemnified Party, such suit or claim Action involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain waive its right to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Partythereof, but in no event shall any such action or notice waiver be construed as a waiver of any indemnification rights that the indemnified such Party may have at law or in equity. If the indemnifying Party defends the suit or claimAction, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of indemnifying Party shall keep the indemnified Party to promptly notify informed of developments in any such Action. The indemnified Party shall cooperate with the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, defense or settlement of any such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notifyAction.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 11.01 Articles 8.1 and 11.02 8.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability Claim promptly after the indemnified Party party becomes aware of such potential LiabilityClaim. The foregoing notwithstanding, the parties acknowledge and agree that failure of the indemnified party to promptly notify the indemnifying party of a potential Claim shall not constitute a waiver of, or result in the loss of, such party's right to indemnification under Articles 8.1 or 8.2, as appropriate, except to the extent that the indemnifying party's rights, and/or its ability to defend against such liability are materially prejudiced by such failure to notify. The indemnifying Party party is hereby authorized to carry out the sole management and defense of such potential Claim, and shall have the right to assume the defense of any suit or claim related to the Liability Claim if it has assumed responsibility for the suit or claim Claim in writing; however. However, if in the reasonable judgment of the indemnified Partyparty, such suit or claim Claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may retain waive its rights to indemnity under this Agreement and control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equitythereof. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.01 11.1 and 11.02 11.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 11.1 or 11.0211.2, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.