Common use of Defense Clause in Contracts

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expense.

Defense. The indemniteePromptly after receipt by an Indemnified Person of notice of any claim or demand or the commencement of any action or proceeding with respect to which indemnification may be sought hereunder, promptly upon knowledge such Indemnified Person shall notify the Indemnitor of such claim or demand or the commencement of such action or proceeding, but failure so to notify the Indemnitor shall not relieve the Indemnitor from any liability which the Indemnitor may have hereunder or otherwise, unless the Indemnitor shall be actually prejudiced by such failure. If the Indemnitor shall so elect, the Indemnitor shall assume the defense of such claim, demand, action or proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall notify pay the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details fees and disbursements of such claimcounsel. Notwithstanding In the foregoingevent, however, that such Indemnified Person shall reasonably determine that having common counsel would present such counsel with a conflict of interest or alternative defenses shall be available to an Indemnified Person or if the indemnitee’s failure Indemnitor shall fail to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of the claim, demand, action or proceeding in a timely manner, then such Indemnified Person may employ separate counsel to represent or defend such Person against any claim such claim, demand, action or litigation to which this indemnity appliesproceeding and the Indemnitor shall pay the reasonable fees and disbursements of such counsel; provided, with counsel reasonably satisfactory to however, that the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Indemnitor shall not preclude be required to pay the indemnitee from continuing fees and disbursements of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single or related action or proceeding. For any claim, demand, action or proceeding the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy other than which the payment of money by Indemnitor shall assume, the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnified Person shall have the right to defendparticipate therein and to retain its own counsel at such Indemnified Person's own expense (except as otherwise specifically provided in this Section 6.4), so long as such participation shall not interfere with the Indemnitor's control of such claim, demand, action or proceeding. The Indemnitor shall not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or settle the claim in consent shall include an unconditional release of such manner as it may deem appropriateIndemnified Person from all liability arising out of such claim, at the indemnitor’s expensedemand, action or proceeding.

Defense. The indemnitee, promptly upon knowledge of If any such claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingaction is brought against an indemnified party, the indemnitee’s failure indemnifying Party will be entitled to so notify participate in and to assume the indemnitor shall not preclude it from seeking indemnification hereunder except defense thereof to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesthat it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnitee. The indemnitee shall cooperate in indemnifying Party to such defense in all reasonable respects at the sole cost and expense indemnified party of the indemnitor. Such action indemnifying Party’s election to assume the defense thereof, the indemnifying Party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnitor shall not preclude latter in connection with the indemnitee from continuing defense thereof unless the indemnifying Party has failed to assume the defense of such claim and to employ counsel reasonably satisfactory to such indemnified party. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own interests counsel and assume the defense of any action brought against it if the indemnifying Party fails to assume or diligently prosecute such defense, the expenses of such defense to be paid by the indemnifying Party. As a condition to the indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in the prosecution or defense of such indemnified claim at its sole cost and expenseno unreasonable expense to the indemnified party. The indemnitor will not No indemnifying Party shall consent to entry of any judgment or enter into any settlement of with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (a) without the indemnitee’s prior written consentconsent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed. If (b) unless such judgment or settlement involves only the indemnitor payment of money damages by the indemnifying Party, does not assume impose an injunction or other equitable relief or any other obligations upon the indemnified party and includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of a claim subject to this Section 6.3which has been assumed and is being diligently prosecuted by an indemnifying Party, indemnitor may participate in without the consent of such defenseindemnifying Party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemniteeIf any action is brought against an indemnified party by a Third Party with respect to a matter subject to indemnification under this Agreement, promptly upon knowledge the indemnifying Party will be entitled to participate in and to assume the defense thereof to the extent that it may wish, and after notice from the indemnifying Party to such indemnified party of the indemnifying Party’s election to assume the defense thereof, the indemnifying Party shall not be liable to such claim, shall notify indemnified party for any legal or other expenses subsequently incurred by the indemnitor latter in writing of any claim connection with the defense thereof unless the indemnifying Party has failed to which any indemnity hereunder applies, giving reasonable details assume and diligently prosecute the defense of such claim. Notwithstanding any of the foregoingforegoing to the contrary, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity indemnified party will be reduced equitably entitled to reflect such material prejudice). The indemnitor may, at select its option own counsel and its cost, assume the defense of any claim action brought against it if the indemnifying Party fails to assume or litigation diligently prosecute such defense, the PURCHASE AND SALE AGREEMENT 56 expenses of such defense to which this indemnity applies, with counsel reasonably satisfactory be paid by the indemnifying Party. As a condition to the indemnitee. The indemnitee shall indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the prosecution or defense of its own interests such indemnified claim at its sole cost and expenseno unreasonable expense to the indemnified party. The indemnitor will not No indemnifying Party shall consent to entry of any judgment or enter into any settlement of with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (a) without the indemnitee’s prior written consentconsent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed(b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. If the indemnitor does not assume No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of a claim subject to this Section 6.3which has been assumed by an indemnifying Party, indemnitor may participate in without the consent of such defenseindemnifying Party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemnitee, promptly upon knowledge of such any claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option option, and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing participating in the defense of its own interests alongside the indemnitor on a monitoring, non-controlling basis at its the indemnitee’s sole cost and expense. The indemnitor will not enter into any No settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind indemnitor shall be entered into by the indemnitee or compromise indemnitee’s rights in any way, indemnitor without the indemnitee’s prior written consent, which consent shall not may be unreasonably withheld, conditioned or delayedwithheld in the indemnitee’s sole discretion. If the indemnitor indemnifying party does not assume the defense of a claim subject to defense as provided in this Section 6.35.3(c), the indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right to defend, compromise or settle defend the claim in such manner as it may deem appropriate, at the indemnitor’s expense; provided, however that the indemnitee shall not compromise or settle a claim for which it would seek indemnification without the indemnitor’s prior written consent.

Defense. The indemniteeA person or entity seeking indemnification under this ARTICLE IX (the “Indemnitee”) shall give notice to the indemnifying Party (the “Indemnitor”) of a Claim or other circumstances likely to give rise to a request for indemnification, promptly upon knowledge after the Indemnitee becomes aware of such claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice)same. The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesIndemnitor, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written Indemnitee consent, which consent shall not be unreasonably withheld, conditioned or delayed. If , shall be afforded the indemnitor does not assume opportunity to undertake the defense of a claim and to settle by compromise or otherwise any Claim for which indemnification is available under this ARTICLE IX. The Indemnitor’s selection of legal counsel is subject to this Section 6.3the Indemnitee’s approval (which approval shall not be unreasonably withheld). If an Indemnitor so assumes the defense of any Claim, indemnitor the Indemnitee may participate in such defensedefense with legal counsel of the Indemnitee’s selection and at the expense of the Indemnitee. Indemnitor may not settle any Claim against Indemnitee or otherwise consent to any final order or judgement regarding same if the settlement, at its expensefinal order or judgement includes an admission of wrongdoing in Indemnitee’s or Affiliate’s name unless Indemnitee or Affiliate, as applicable, consents in writing. If the Indemnitor, upon the expiration of the fifteen (15) days after receipt of notice of a Claim by the Indemnitee, has not assumed the expense of the defense thereof, the Indemnitee may thereupon undertake the defense thereof on a monitoring, non-controlling basisbehalf of, and the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expenserisk and expense of, the Indemnitor, with all reasonable costs and expenses of such defense to be paid by the Indemnitor.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of With respect to any claim Proceeding as to which any indemnity hereunder appliesIndemnitee notifies Mallinckrodt plc and Brand Pharma of the commencement thereof, giving reasonable details of such claim. Notwithstanding Mallinckrodt plc will be entitled to participate in the foregoingProceeding at its own expense and except as otherwise provided below, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices Mallinckrodt plc so wishes, it may assume the indemnitor’s ability defense thereof with counsel reasonably satisfactory to defend such claim as provided herein (in which event the indemnitee’s right Indemnitee. After notice from Mallinckrodt plc to indemnity will be reduced equitably Indemnitee of its election to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesProceeding, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Mallinckrodt plc shall not preclude the indemnitee from continuing be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy such Proceeding other than the payment reasonable costs of money by the indemnitor, investigation or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedas otherwise provided below. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitee shall have the right to defend, compromise or settle the claim employ legal counsel in such manner Proceeding, but all Expenses related thereto incurred after notice from Mallinckrodt plc of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Mallinckrodt plc, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Mallinckrodt plc in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Mallinckrodt plc shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Mallinckrodt plc. Mallinckrodt plc shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Brand Pharma or Mallinckrodt plc, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Mallinckrodt plc may deem appropriateassume defense of any such proceeding described in this sentence with Indemnitee’s consent, at provided that any such consent shall not affect the indemnitor’s expenserights of Indemnitee under the foregoing provisions of this Section 6(b)).

Defense. The indemniteeIf any action is brought against an indemnified party, promptly upon knowledge the indemnifying Party will be entitled to participate in and to assume the defense thereof to the extent that it may wish, and after notice from the indemnifying Party to such indemnified party of the indemnifying Party’s election to assume the defense thereof, the indemnifying Party shall not be liable to such claim, shall notify indemnified party for any legal or other expenses subsequently incurred by the indemnitor latter in writing of any claim connection with the defense thereof unless the indemnifying Party has failed to which any indemnity hereunder applies, giving reasonable details assume and diligently prosecute the defense of such claim. Notwithstanding any of the foregoingforegoing to the contrary, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity indemnified party will be reduced equitably entitled to reflect such material prejudice). The indemnitor may, at select its option own counsel and its cost, assume the defense of any claim action brought against it if the indemnifying Party fails to assume or litigation diligently prosecute such defense, the expenses of such defense to which this indemnity applies, with counsel reasonably satisfactory be paid by the indemnifying Party. As a condition to the indemnitee. The indemnitee shall indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the prosecution or defense of its own interests such indemnified claim at its sole cost and expenseno unreasonable expense to the indemnified party. The indemnitor will not No indemnifying Party shall consent to entry of any judgment or enter into any settlement of with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (a) without the indemnitee’s prior written consentconsent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed(b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. If the indemnitor does not assume No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of a claim subject to this Section 6.3which has been assumed by an indemnifying Party, indemnitor may participate in without the consent of such defenseindemnifying Party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of With respect to any claim Proceeding as to which any indemnity hereunder appliesIndemnitee notifies Mallinckrodt plc and Sucampo of the commencement thereof, giving reasonable details of such claim. Notwithstanding Mallinckrodt plc will be entitled to participate in the foregoingProceeding at its own expense and except as otherwise provided below, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices Mallinckrodt plc so wishes, it may assume the indemnitor’s ability defense thereof with counsel reasonably satisfactory to defend such claim as provided herein (in which event the indemnitee’s right Indemnitee. After notice from Mallinckrodt plc to indemnity will be reduced equitably Indemnitee of its election to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesProceeding, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Mallinckrodt plc shall not preclude the indemnitee from continuing be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy such Proceeding other than the payment reasonable costs of money by the indemnitor, investigation or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedas otherwise provided below. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitee shall have the right to defend, compromise or settle the claim employ legal counsel in such manner Proceeding, but all Expenses related thereto incurred after notice from Mallinckrodt plc of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Mallinckrodt plc, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Mallinckrodt plc in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Mallinckrodt plc shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Mallinckrodt plc. Mallinckrodt plc shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Mallinckrodt plc or Sucampo, (y) as to which Indemnitee shall have made the determination provided for in clause (ii) of this Section 6(b) or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Mallinckrodt plc may deem appropriateassume defense of any such Proceeding described in this sentence with Indemnitee’s consent, at provided that any such consent shall not affect the indemnitor’s expenserights of Indemnitee under the foregoing provisions of this Section 6(b)).

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of With respect to any claim Proceeding as to which any indemnity hereunder appliesIndemnitee notifies Mallinckrodt plc of the commencement thereof, giving reasonable details of such claim. Notwithstanding Mallinckrodt plc will be entitled to participate in the foregoingProceeding at its own expense and except as otherwise provided below, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices Mallinckrodt plc so wishes, it may assume the indemnitor’s ability defense thereof with counsel reasonably satisfactory to defend such claim as provided herein (in which event the indemnitee’s right Indemnitee. After notice from Mallinckrodt plc to indemnity will be reduced equitably Indemnitee of its election to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesProceeding, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Mallinckrodt plc shall not preclude the indemnitee from continuing be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy such Proceeding other than the payment reasonable costs of money by the indemnitor, investigation or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedas otherwise provided below. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitee shall have the right to defend, compromise or settle the claim employ legal counsel in such manner Proceeding, but all Expenses related thereto incurred after notice from Mallinckrodt plc of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Mallinckrodt plc, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Mallinckrodt plc in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Mallinckrodt plc shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Mallinckrodt plc. Mallinckrodt plc shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Mallinckrodt plc, (y) as to which Indemnitee shall have made the determination provided for in clause (ii) of this Section 6(b) or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Mallinckrodt plc may deem appropriateassume defense of any such Proceeding described in this sentence with Indemnitee’s consent, at provided that any such consent shall not affect the indemnitor’s expenserights of Indemnitee under the foregoing provisions of this Section 6(b)).

Defense. The indemniteeIn connection with any indemnification claim arising out of a claim or legal proceeding by a Person who is not a party to this Agreement, promptly upon knowledge an applicable Seller (or, if the claim does not result from a breach of such claim, shall notify the indemnitor a representation or warranty of a Seller contained in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingArticle IV, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor Stockholders Representative) may, at its option and its costupon written notice to Buyer, assume the defense of any such claim or litigation legal proceeding if the applicable indemnifying Sellers with respect to which such claim acknowledge (or, if the claim does not result from a breach of a representation or warranty of a Seller contained in Article IV, the Stockholders Representative acknowledges), to Buyer the Buyer Indemnitee’s right to indemnity pursuant to this indemnity applies, with counsel reasonably satisfactory Agreement for Losses incurred by the Buyer Indemnitee as a result of such claim (subject to the indemniteelimitations contained in this Agreement, including, without limitation, Section 9.4 hereof). The indemnitee shall cooperate in costs and expenses of such defense in all reasonable respects at shall be paid by Sellers from the sole cost Reserve Account, and expense of the indemnitor. Such action thereafter, Pro Rata by the indemnitor shall Sellers (or by the indemnifying Seller, if the claim results from a breach of a representation or warranty of such Seller contained in Article IV). If the indemnifying Sellers (or, if the claim does not preclude result from a breach of a representation or warranty of a Seller contained in Article IV, the indemnitee from continuing Stockholders Representative) assume the defense of any such claim or legal proceeding, such Sellers (or the Stockholders Representative, as applicable) may use counsel of their choice to prosecute such defense, subject to the approval of such counsel by Buyer, which approval shall not be unreasonably withheld or delayed. Buyer shall be entitled to participate in (but not control) the defense of any such action, with its counsel and the costs and fees of such counsel shall be at its own interests at its sole cost expense unless the named parties to the third-party claim (including any impleaded parties) include both a Seller and expensethe Buyer Indemnitee, and the Buyer Indemnitee reasonably determines based on the advice of counsel, that representation by counsel to the Seller of both the Seller and such Buyer Indemnitee may reasonably be expected to create a conflict of interest. The indemnitor will not enter into indemnifying Seller or Sellers shall be entitled to settle, compromise or consent to the entry of any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree judgment with respect to any action that would bind such claim or legal proceeding only with the indemnitee or compromise indemnitee’s rights in any way, without consent of the indemnitee’s prior written consentBuyer Indemnitee, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the indemnitor does not assume the defense of a claim subject ; provided, however, that no Buyer Indemnitee shall be obligated under any circumstance whatsoever to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right consent to defendany settlement, compromise or settle consent if such settlement, compromise or consent (i) involves a finding or admission of wrongdoing by the Buyer Indemnitee, (ii) does not include an unconditional written release by the claimant or plaintiff of the Buyer Indemnitee from all liability in respect of such claim or (iii) imposes equitable remedies or any obligation on the Buyer Indemnitee other than solely the payment of money damages for which the Buyer Indemnitee will be indemnified hereunder; and provided, further, that the indemnifying Seller or Sellers shall pay all amounts arising out of such settlement or judgment either concurrently with the effectiveness thereof or shall obtain and deliver to such Buyer Indemnitee prior to the execution of such settlement a general release executed by the third party, which general release shall release such Buyer Indemnitee from any liability in such manner as it may deem appropriate, at the indemnitor’s expensematter.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of With respect to any claim Proceeding as to which any indemnity hereunder appliesIndemnitee notifies Covidien plc and Covidien Ltd. of the commencement thereof, giving reasonable details of such claim. Notwithstanding Covidien Ltd. will be entitled to participate in the foregoingProceeding at its own expense and except as otherwise provided below, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices Covidien Ltd. so wishes, it may assume the indemnitor’s ability defense thereof with counsel reasonably satisfactory to defend such claim as provided herein (in which event the indemnitee’s right Indemnitee. After notice from Covidien Ltd. to indemnity will be reduced equitably Indemnitee of its election to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesProceeding, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Covidien Ltd. shall not preclude the indemnitee from continuing be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy such Proceeding other than the payment reasonable costs of money by the indemnitor, investigation or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedas otherwise provided below. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitee shall have the right to defend, compromise or settle the claim employ legal counsel in such manner Proceeding, but all Expenses related thereto incurred after notice from Covidien Ltd. of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Covidien Ltd., (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Covidien Ltd. in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Covidien Ltd. shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Covidien Ltd. Covidien Ltd. shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Covidien plc or Covidien Ltd., (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Covidien Ltd. may deem appropriateassume defense of any such proceeding described in this sentence with Indemnitee’s consent, at provided that any such consent shall not affect the indemnitor’s expenserights of Indemnitee under the foregoing provisions of this Section 6(b)).

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing In connection with any claim giving rise to indemnity hereunder arising out of any claim to which or legal proceeding by any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingperson who is not a Claimant, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except Obligor at its sole cost and expense may, upon written notice to the extent such failure materially prejudices Claimant, elect to assume the indemnitor’s ability to defend defense of any such claim as or legal proceeding. If the Obligor has so elected to assume the defense of any such claim or legal proceeding, such defense shall be conducted by counsel chosen by the Obligor, provided herein (in which event that such counsel is reasonably satisfactory to the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice)Claimant. The indemnitor may, Claimant shall be entitled to participate in (but not control) the defense of any such action with its own counsel and at its option and its cost, own expense. If the Obligor has elected to assume the defense of any claim or litigation legal proceeding as provided herein, the Claimant shall not be entitled to indemnification for legal fees and expenses relating to such claim or proceeding that are incurred by the Claimant after the time at which this indemnity applies, with counsel reasonably satisfactory to the indemniteeObligor has so elected. The indemnitee Claimant shall cooperate in such defense in all reasonable respects at not settle or compromise any indemnified liability without the sole cost and expense prior written consent of the indemnitor. Such action by the indemnitor Obligor, which shall not preclude be unreasonably withheld. In the indemnitee from continuing event that the defense of its own interests at its sole cost and expense. The indemnitor will Obligor shall so assume such defense, it shall not enter into compromise or settle any settlement of a claim that involves a remedy other than the payment of money by the indemnitorsuch claim, action, or agree to any action that would bind suit unless (i) the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s Claimant gives its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed(ii) the terms of the compromise or settlement of such claim, action, or suit provide that the Claimant shall have no responsibility for the discharge of any settlement amount and impose or create no other obligations, liabilities or duties on the Claimant, and the compromise or settlement discharges all rights against the Claimant with respect to such claim, action, or suit. If the indemnitor does not assume The Claimant will reasonably cooperate with the defense of a claim subject any such claim, action, or suit and will provide such personnel, technical support, and access to this Section 6.3, indemnitor information as may participate be reasonably requested by the Obligor in connection with such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expense.

Defense. The indemniteeIf any action discussed in Section 10.5 is brought against an indemnified party by a Third Party, promptly upon knowledge the indemnifying Party will be entitled to participate in and to assume the defense thereof, with counsel reasonably acceptable to the indemnified party, to the extent that it may wish, and after notice from the indemnifying Party to such indemnified party of the indemnifying Party’s election to assume the defense thereof, the indemnified party shall have the right to participate, at its own expense, in the defense of such claim, ; provided that the indemnifying Party shall notify not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnitor latter in writing of any claim connection with the defense thereof unless the indemnifying Party has failed to which any indemnity hereunder applies, giving reasonable details assume and diligently prosecute the defense of such claim. The indemnifying Party will keep the indemnified party reasonably informed of the status of any such Third Party action. Notwithstanding any of the foregoingforegoing to the contrary, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity indemnified party will be reduced equitably entitled to reflect such material prejudice). The indemnitor may, at select its option own counsel and its cost, assume the defense of any claim or litigation action brought against it if the indemnifying Party fails to which this indemnity appliesassume and diligently prosecute such defense, with counsel reasonably satisfactory the expenses of such defense to be paid by the indemnifying Party. As a condition to the indemnitee. The indemnitee shall indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the prosecution or defense of its own interests such indemnified claim at its sole cost and expenseno unreasonable expense to the indemnified party. The indemnitor will not No indemnifying Party shall consent to entry of any judgment or enter into any settlement of or compromise with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (a) without the indemnitee’s prior written consentconsent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed. If (b) unless such judgment, settlement or compromise involves only the indemnitor payment of monetary damages by the indemnifying Party (which monetary damages are less than or equal to any cap applicable thereto), does not assume require any payment by or impose an injunction or other equitable relief or any other obligation upon the indemnified party and includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement or compromise of any such action, the defense of a claim subject to this Section 6.3which has been assumed and diligently pursued by an indemnifying Party, indemnitor may participate in without the consent of such defenseindemnifying Party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemnitee, promptly upon knowledge If the facts pertaining to a Loss arise out of such claim, shall notify the indemnitor in writing claim of any third party, or if there is any claim to which any indemnity hereunder applies, giving reasonable details against a third party available by virtue of such claim. Notwithstanding the foregoingcircumstances of the Loss, the indemnitee’s failure to so notify Indemnitor may assume the indemnitor shall not preclude it from seeking indemnification hereunder except defense or the prosecution thereof by prompt written notice to the extent such failure materially prejudices Indemnitee and the indemnitor’s ability to defend such claim as provided herein (in which event affected Protected Party, including the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor mayemployment of counsel or accountants, at its option and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor will Indemnitee and the affected Protected Party shall have the right to employ counsel separate from counsel employed by the Indemnitor in any such action and to participate therein, but the fees and expenses of such counsel employed by the Indemnitee and the affected Protected Party shall be at their expense. The Indemnitor shall not enter into be liable for any settlement of any such claim effected without its prior written consent, which shall not be unreasonably withheld; provided that if the Indemnitor does not assume the defense or prosecution of a claim that involves as provided above within thirty (30) days after notice thereof from the Indemnitee or any Protected Party, the Indemnitee and the affected Protected Party may settle such claim without the Indemnitor's consent. The Indemnitor shall not agree to a remedy settlement of any claim which provides for any relief other than the payment of money by monetary damages or which could have a material precedential impact or effect on the indemnitor, business or agree to financial condition of any action that would bind the indemnitee or compromise indemnitee’s rights in any way, Protected Party without the indemnitee’s Indemnitee's and the affected Protected Party's prior written consent. Whether or not the Indemnitor does choose to so defend or prosecute such claim, which consent all the parties hereto shall not be unreasonably withheld, conditioned or delayed. If the indemnitor does not assume cooperate in the defense of a claim subject to this Section 6.3or prosecution thereof and shall furnish such records, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basisinformation and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnitor shall be subrogated to all rights and remedies of any Protected Party, except to the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expenseextent they apply against another Protected Party.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of With respect to any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingProceeding, the indemnitee’s failure Company shall be entitled to so notify participate in the indemnitor shall not preclude it from seeking indemnification hereunder except Proceeding at its own expense and, to the extent the Company so desires, it may assume or lead the defense thereof with counsel reasonably satisfactory to Indemnitee; provided, in the event that (i) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such failure materially prejudices Proceeding, (ii) after a Change of Control (other than a Change in Control approved by a majority of the indemnitor’s ability board of directors who were directors immediately prior to defend such claim as Change in Control), the employment of counsel by Indemnitee has been approved by Independent Counsel or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular claim) and the reasonable and documented fees and expenses of such separate counsel shall be at the expense of the Company; provided herein (further, that the Company shall not be entitled to assume the defense in which event any Proceeding brought by or on behalf of the indemnitee’s right Company. After notice from the Company to indemnity will be reduced equitably Indemnitee of its election to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesProceeding, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Company shall not preclude the indemnitee from continuing be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its own interests assumption of the defense thereof shall be at its sole cost and Indemnitee’s expense. In any Proceeding in which the Company’s participates, Indemnitee agrees to consult with the Company and to consider in good faith the advisability and appropriateness of joint representation in the event that either the Company or other indemnitees in addition to Indemnitee require representation in connection with any Proceeding. The indemnitor will not enter into any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent Company shall not be unreasonably withheld, conditioned or delayed. If liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the indemnitor does Company was not assume the defense of given a claim subject to this Section 6.3, indemnitor may participate in such defensereasonable and timely opportunity, at its expense, on a monitoringto participate in the defense of such action; provided, non-controlling basis, and that the indemnitee Company’s liability hereunder shall have not be excused if participation in the right to defend, compromise or settle Proceeding by the claim in such manner as it may deem appropriate, at the indemnitor’s expenseCompany was barred by this Agreement.

Defense. The indemniteeAn indemnifying Party shall, promptly upon knowledge of such claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option immediately following sentence and its costthe last sentence of this paragraph, assume the defense of any claim or litigation to which this indemnity appliessuch Claim, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate indemnified Party to represent the indemnified Party in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified Party shall have the right to retain its own counsel and participate in the defense in all reasonable respects at of such Claim, but the sole cost fees and expense of such counsel shall be at the indemnitor. Such action expense of such indemnified Party unless: (i) the indemnifying Party and the indemnified Party shall have mutually agreed to the retention SABRE AND DXC CONFIDENTIAL INFORMATION Sabre – Master Services Agreement Exhibit 10.103 EXECUTION VERSION AMENDED AND RESTATED of such counsel; or (ii) the named Parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the indemnitor same counsel would be inappropriate due to actual or potential differing interests between them. It is agreed that the indemnifying Party shall not, in respect of the legal expense of any indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying Party shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor will not enter into be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a claim that final judgment for the plaintiff, the indemnifying Party agrees to indemnify the indemnified Party from and against any Losses by reason of such settlement or judgment. No indemnifying Party shall, without the prior written consent of the indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified Party: (x) if such settlement; (A) involves a remedy any form of relief other than the payment of money by money, (B) involves any finding or admission of any violation of any Law or any of the indemnitorrights of any Person or (C) has any adverse effect on any other Claims that have been or may be made against the indemnified Party, or agree (y) if such settlement involves only the payment of money, unless it includes an unconditional release of such indemnified Party of all liability on claims that are the subject of such proceeding. An indemnified Party may assume control of the defense of any Claim: (1) if it irrevocably waives its right to indemnity under this Section 20, or (2) if, without prejudice to its full right to indemnity under this Section 20: (aa) the indemnifying Party fails to provide reasonable assurance to the indemnified Party of its financial capacity to defend or provide indemnification with respect to such Claim, (bb) the indemnified Party determines in good faith that there is a reasonable likelihood that a Claim would materially and adversely affect it or any action other indemnitees other than as a result of monetary damages that would bind be fully reimbursed by an indemnifying Party under the indemnitee Agreement, or compromise indemnitee’s rights in any way, without (cc) the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned indemnifying Party refuses or delayed. If the indemnitor does not fails to timely assume the defense of a claim subject such Claim; or (3) in case of Customer, pursuant to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expense20.4.

Defense. The indemnitee, promptly upon knowledge of If any such claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingaction is brought against an indemnified Person, the indemnitee’s failure indemnifying Party will be entitled to so notify participate in and to assume the indemnitor shall not preclude it from seeking indemnification hereunder except defense thereof to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesthat it may wish, with counsel reasonably satisfactory to such indemnified Person, and after notice from the indemnitee. The indemnitee shall cooperate in indemnifying Party to such defense in all reasonable respects at the sole cost and expense indemnified Person of the indemnitor. Such action indemnifying Party’s election to assume the defense thereof, the indemnifying Party shall not be liable to such indemnified Person for any legal or other expenses subsequently incurred by the indemnitor shall not preclude latter in connection with the indemnitee from continuing defense thereof unless the indemnifying Party has failed to assume the defense of such claim and to employ counsel reasonably satisfactory to such indemnified Person. Notwithstanding any of the foregoing to the contrary, the indemnified Person will be entitled to select its own interests counsel and assume the defense of any action brought against it if the indemnifying Party fails to select counsel reasonably satisfactory to the indemnified Person, the expenses of such defense to be paid by the indemnifying Party. As a condition to the indemnifying Party’s obligations hereunder, the indemnified Person will in good faith cooperate with and assist the indemnifying Party in the prosecution or defense of such indemnified claim at its sole cost and expenseno unreasonable expense to the indemnified Person. The indemnitor will not No indemnifying Party shall consent to entry of any judgment or enter into any settlement of with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (a) without the indemnitee’s prior written consentconsent of the indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed(b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person of a release from all liability with respect to such claim. If the indemnitor does not assume No indemnified Person shall consent to entry of any judgment or enter into any settlement of any such action, the defense of a claim subject to this Section 6.3which has been assumed by an indemnifying Party, indemnitor may participate in without the consent of such defenseindemnifying Party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemniteeIf an indemnified party shall receive notice of a claim asserting Losses for which it is indemnified under this Agreement, it shall promptly upon knowledge of such claim, shall notify the indemnitor in writing indemnifying party. The failure to notify the indemnifying party shall not relieve the indemnifying party from its indemnity, unless such delay adversely, materially and incurably affects the rights of any the indemnifying party. Upon receipt of a notice of claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingfrom an indemnified party, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor indemnifying party may, at its option cost and its costexpense, participate in the defense of such action and may assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory satisfactory, in the exercise of reasonable judgement, to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedindemnified party. If the indemnitor does not assume indemnifying party assumes the defense of a claim subject to this Section 6.3claim, indemnitor the indemnified party may participate in such defense, the defense of the claim at its own expense, on . The indemnifying party may assume defenses of a monitoring, non-controlling basis, and claim while objecting to the indemnitee shall have liability for the right to defendLoss. The indemnifying party may settle, compromise and pay any claim of or settle to any third party. If the claim indemnified party shall reasonably conclude that its interests in such manner as action are materially different from those of the indemnifying party or that it may deem appropriatehave defenses that are different from or in addition to those available to the indemnifying party, the indemnified party, may use separate counsel (who must be reasonably acceptable to the indemnifying party) to assert such defenses and otherwise participate in the defense of such action, at the indemnitor’s expensereasonable expense of the indemnifying party. If the indemnifying party shall assume the defense with counsel satisfactory to the indemnified party, the indemnifying party shall not be liable for any legal expenses subsequently incurred by the indemnified party, unless the indemnified party shall have employed separate counsel in accordance with the preceding sentence. If the claim is one that cannot by its nature be defended solely by the indemnifying party, the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request. All parties shall cooperate with each other in good faith in the resolution of any third party claims.

Defense. The indemnitee, promptly upon knowledge After delivery of such claim, shall notify notice from the indemnitor in writing Indemnitee of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoinga Claim, the indemnitee’s failure Indemnitee may elect to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim the Claim. If the Indemnitee notifies the Indemnitor that the Indemnitee is not assuming the defense of the Claim, the Indemnitor shall defend the Claim. Irrespective of whether the Indemnitee or litigation the Indemnitor defends the Claim, in the case of a Claim against a QuatRx Indemnitee the cost and the expense of that defense shall be paid from the escrow fund established under the Escrow Agreement until that fund is exhausted. If the Indemnitee elects to which this indemnity appliesassume the defense of the Claim, with counsel reasonably satisfactory to the indemnitee. The indemnitee Indemnitor shall cooperate in such all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitee and its counsel in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose. If the Indemnitor defends the Claim, the Indemnitee shall cooperate in all reasonable respects at with the sole cost Indemnitor and expense its counsel in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose and shall deliver to the Indemnitor or its counsel copies of all pleadings and other information within the indemnitor. Such action Indemnitee's knowledge or possession reasonably requested by the indemnitor shall not preclude the indemnitee from continuing Indemnitor or its counsel that are relevant to the defense of its own interests at its sole cost and expense. The indemnitor will not enter into the subject of any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedsuch Claim. If the indemnitor does not assume Indemnitor defends the defense of a claim subject to this Section 6.3Claims, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitor shall have the right to defendelect to settle any claim for monetary damages without the Indemnitee's consent only if the settlement includes a complete release of the Indemnitee. Any other settlement will be subject to the consent of the Indemnitee. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior consent. The Indemnitor shall not be liable for any settlement effected without its prior consent, compromise such consent not to be unreasonably withheld. If any Claim results in a judgment or settle settlement consistent with the claim terms of this Section 11.5(b), then, subject to the rules set forth in this Section 11 that could result in indemnification "beyond" the Indemnity Shares held in escrow (see 69 Sections 11.1(b) and 11.4(c)), such manner as it may deem appropriate, at the indemnitor’s expensejudgment or settlement shall be paid out of any remaining Indemnity Shares.

Defense. The indemniteeindemnifying party shall have the right to direct, promptly upon knowledge through counsel of its own choosing, the defense or settlement of any action or proceeding brought against the indemnified party with respect to which indemnification is sought hereunder; provided, however, that the indemnifying party shall not settle any matter without obtaining the indemnified party's prior written consent thereto if such settlement does not provide for a full release of the indemnified party on terms satisfactory to it or, regardless of the terms of such settlement, if the indemnified party disputes its liability with respect to the claim, and provided, further, that notwithstanding the foregoing, Seller as indemnifying party with respect to Section 10.2(c) hereof shall notify at its own cost and expense assume and direct the indemnitor in writing defense and settlement of any claim action or proceeding currently pending against or involving the Company relating to the Non-Annuity Business (including, but not limited to, those matters set forth in item B under Schedule 3.14) and any action or proceeding hereafter brought against or involving the Company or Buyer and relating to the Non-Annuity Business with respect to which indemnification is sought pursuant to Section 10.2(c). The indemnified party may participate in any indemnity hereunder appliessuch defense at its own expense. If the indemnifying party fails to defend or if after commencing or undertaking any such defense fails to prosecute or withdraws from such defense other than as a result of a settlement, giving reasonable details the indemnified party shall have the right to direct, at the indemnifying party's sole cost and expense, through counsel of the indemnified party's own choosing, the defense or settlement of any such claimaction or proceeding. Notwithstanding the foregoing, if the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except indemnifying party disputes its liability to the extent indemnified party and if such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (dispute is resolved in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense favor of the indemnitor. Such action indemnifying party by final, nonappealable order of a court of competent jurisdiction, the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor indemnifying party will not enter into any settlement be required to bear the costs and expenses of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnitor does not assume the indemnified party's defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee indemnified party shall have reimburse the right to defend, compromise or settle the claim indemnifying party in such manner as it may deem appropriate, at the indemnitor’s expensefull for all costs and expenses incurred in connection therewith.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify If within 10 calendar days after an Indemnitee provides ------- Notice to the indemnitor in writing Indemnifying Party of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingThird Party Claim, the indemnitee’s failure Indemnitee receives Notice from the Indemnifying Party that such Indemnifying Party has elected to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of such Third Party Claim, the Indemnifying Party will not be liable for any claim or litigation to which this indemnity applies, legal expenses subsequently incurred by the Indemnitee in connection with counsel reasonably satisfactory to the indemniteedefense thereof. The indemnitee Indemnitee shall cooperate be entitled to participate in the defense of such defense in all reasonable respects Third Party Claim and to employ counsel for such purpose at the sole cost and expense of Indemnitee. Without the indemnitor. Such action by prior written consent of the indemnitor shall not preclude Indemnitee, the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor Indemnifying Party will not enter into any settlement of a claim that involves a remedy any Third Party Claim which would lead to liability or create any financial or other than obligation on the payment part of money by the indemnitorIndemnitee for which the Indemnitee is not entitled to indemnification hereunder, or which would impose any injunctive or other equitable remedy on the Indemnitee. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder (or which would not impose any injunctive or other equitable remedy on the Indemnitee) and the Indemnifying Party desires to accept and agree to any action such offer, the Indemnifying Party will give Notice to the Indemnitee to that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedeffect. If the indemnitor does not assume Indemnitee fails to consent to such firm offer within 10 calendar days after its receipt of such Notice, the defense of a claim subject Indemnitee may continue to this Section 6.3contest or defend such Third Party Claim and, indemnitor may participate in such defenseevent, at its expensethe maximum liability of the Indemnifying Party to such Third Party Claim will be the amount of such settlement offer, on a monitoring, non-controlling basis, plus reasonable costs and expenses paid or incurred by the indemnitee shall have Indemnitee up to the right to defend, compromise or settle the claim in date of such manner as it may deem appropriate, at the indemnitor’s expensenotice.

Defense. The indemnitee, promptly upon knowledge If the facts pertaining to the Loss arise out of such claim, shall notify the indemnitor in writing Claim of any claim third party (other than a member of Purchaser Indemnitees or Seller Indemnitees, whichever is entitled to which any indemnity hereunder applies, giving reasonable details indemnification for such matter) and indemnification is available by virtue of such claim. Notwithstanding the foregoingcircumstances of the Loss, the indemnitee’s failure to so notify Obligor must assume the indemnitor shall not preclude it from seeking indemnification hereunder except to defense or the extent such failure materially prejudices prosecution thereof, including the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor mayemployment of counsel or accountants, at its option and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. If representation of both the Obligor and the Claimant by such counsel would be inappropriate due to actual or potential differing interests between the Obligor and the Claimant in such proceeding (such as the availability of defenses to the Claimant’s claim for indemnity), the Claimant (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the Obligor. The indemnitor will Claimant shall have the right to determine and adopt (or, in the case of a proposal by Obligor, to approve) a settlement of such matter in its reasonable discretion, except that Claimant need not enter into consent to any settlement that (a) imposes any non-monetary obligation or (b) Obligor does not agree to pay in full. The Obligor shall not be liable for any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, such Claim effected without the indemnitee’s its prior written consent, which consent shall not be unreasonably withheld, conditioned delayed, or delayedconditioned. If Whether or not the indemnitor does not assume Obligor chooses to so defend or prosecute such Claim, all the parties hereto shall cooperate in the defense of a claim subject to this Section 6.3or prosecution thereof and shall furnish such records, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basisinformation, and the indemnitee shall have the right to defendtestimony, compromise or settle the claim and attend such conferences, discovery proceedings, hearings, trials, and appeals, as may be reasonably requested in such manner as it may deem appropriate, at the indemnitor’s expenseconnection therewith.