Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("indemnifying partyINDEMNIFYING PARTY" for the purpose of this Section 8.36.4) shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("indemnified partyINDEMNIFIED PARTY" for the purpose of this Section 8.36.4) unless such indemnified party Indemnified Party shall have notified the indemnifying party Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party Indemnified Party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party Indemnifying Party of any such claim shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to the indemnified party Indemnified Party against whom such action is brought under otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the indemnified partyIndemnified Party, the indemnifying party Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party Indemnifying Party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party Indemnifying Party to the indemnified party Indemnified Party of the indemnifying partyIndemnifying Party's election to assume the defense thereof, the indemnified party Indemnified Party shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the indemnifying party Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall have mutually agreed to the retention of such counsel or or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIIIVI. The indemnification provisions contained in this Article VIII VI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of indemnity agreement contained in this Article VIIISection 1.3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (iunless: 1) the indemnifying party and the The indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees representing all of the indemnified parties who are parties to indemnify such action); or 2) The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action. In each such case, the reasonable fees and expenses of counsel shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 above or Section 9.1.4 above of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for 9 of notice of the purpose commencement of this Section 8.3) shall not any action, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)9, but failure to notify the indemnifying party of any such claim shall the commencement thereof. The omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII9, except to the extent that the failure to notify omission results in the a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In case any such action is brought against the any indemnified party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate therein and, at its own expenseto the extent that it may wish, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and to the party named in the action. After notice from extent that the indemnifying party has given notice to such effect to the indemnified party of the indemnifying party's election to assume the defense thereofand is performing its obligations under this Article 9, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof thereof, other than reasonable costs of investigation. Notwithstanding the foregoing, in any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iib) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementconsent.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII VIE ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. thereof The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII VHI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such separate counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable, documented fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (1) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5(d) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5(d), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIIISection 5(d) or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (2) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5(d) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (iunless: a) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party, representing all of the plaintiff, indemnified parties who are parties to such action); or b) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action against the indemnified party, in each of which cases the reasonable fees and expenses of counsel for the indemnified party shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrowers, such indemnified party shall have notified the indemnifying party notify Borrowers in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrowers will not relieve the indemnifying party Borrowers from any liability which it that they may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrowers. In case If any such action is brought against the any indemnified party, and it notifies Borrowers of the indemnifying party commencement thereof, Borrowers will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrowers to such indemnified party under this Agreement Section 9.1.5, Borrowers shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrowers and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrowers, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrowers shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII Section 5 of a notice of the commencement of any action ("indemnifying party" for the purpose of this Section 8.3including any governmental action) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified will, if a claim in respect thereof is to be made against any indemnifying party hereunder, deliver to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information written notice of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but commencement thereof. The failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual deliver written notice to the indemnifying party and within a reasonable time of the commencement of any such action shall relieve such indemnifying party is damaged solely as a result of failure any liability to give such notice. In case any such action is brought against the indemnified partyparty under this Section 5 only to the extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will be entitled not relieve it of any liability that it may have to participate, at its own expense, in the defense thereofan indemnified party otherwise than under this Agreement. The indemnifying party also shall be entitled have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof, thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party named shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if in the actionreasonable determination of counsel for the indemnifying party, representation of such indemnified party by the counsel obtained by the indemnifying party would be inappropriate due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. After notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement pursuant to the provisions of paragraph 5.1 or 5.2 above for any legal or other expenses expense subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to employed counsel in accordance with the retention provisions of such counsel or the preceding sentence, (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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of any proceeding effected without its written consent but if settled with such consent the commencement of the action or if there be a final judgment for the plaintiff, (iii) the indemnifying party agrees to indemnify has authorized in writing the employment of counsel for the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for the purpose VI of this Section 8.3) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice the commencement of such service on any designated agent)that action; provided, but however, that the failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provision of this Article VIIIVI. If any such claim or action shall be brought against an indemnified party, except and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) the indemnifying party and however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed to the retention of such counsel or agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties to in any such proceeding (including any impleaded parties) include both the indemnifying party indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnified party indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any proceeding such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such the consent of the indemnifying party or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by law Sections 6.1 and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to this Agreement shall be entitled such reimbursement prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Celgene Indemnitee or Acceleron Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 11.7.1 or if there be a final judgment for the plaintiff11.7.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this Article 11 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 10.1.3 or 10.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 10.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), 'but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. thereof The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties par-ties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated A claim to provide which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article VIII ("indemnifying party" for 12, the purpose of this Section 8.3) Indemnitee shall not be liable under notify the Party subject to the indemnification provisions obligation (the “Indemnitor”) in writing promptly upon becoming aware of this Article VIII with respect to any claim made against a party entitled that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless give such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought Indemnitor of its indemnification obligation under the indemnification provision of this Article VIII, Agreement except and only to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party Indemnitor is damaged solely actually prejudiced as a result of such failure to give such notice). In case any such action is brought against The Indemnitor shall have the indemnified party, right to assume and control the indemnifying party will be entitled to participate, defense of the Indemnification Claim at its own expenseexpense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, in provided, however, that an Indemnitee shall have the defense thereof. The indemnifying party also shall be entitled right to assume the defense thereofretain its own counsel, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses to be paid by the Indemnitee, if representation of any additional such Indemnitee by the counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel Indemnitor would be inappropriate due to actual or potential differing interests between themsuch Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnifying party Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be liable for any settlement of any proceeding effected without its written consent but unreasonably withheld, delayed or conditioned if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgmentcompromise would impose no financial or other obligations or burdens on the Indemnitee. A successor by law The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the parties to this Agreement Indemnitee, which information shall be entitled subject to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement11.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementAgreement and shall be in addition to any liability the parties may otherwise have.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Genocea Indemnitee or Isconova Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 10.6.1 or if there be a final judgment for the plaintiff10.6.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this ARTICLE 10 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated to provide indemnification (1) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5(e) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5(e), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon and provide to the indemnifying party copies of all written documents relating to such indemnified party (threatened or after such party shall have received notice of such service on any designated agent), commenced action; but failure the omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIIISection 5(e) or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (2) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party named and the indemnifying party and counsel to the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5(e) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (iunless: a) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, reasonably approved by such consent or if there be a final judgment for indemnifying party, representing all of the plaintiff, indemnified parties who are parties to such action); or b) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action against the indemnified party, in each of which cases the reasonable out-of-pocket fees and expenses of counsel for the indemnified party shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 1.6 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.6, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the, right to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIemploy, except to the extent that the failure to notify results in the failure of actual notice separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Units).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such this indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such this indemnified party (or after such this party shall have received notice of such this service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such this action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such this indemnifying party is damaged solely as a result of failure to give such this notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such this party under this Agreement for any legal or other expenses subsequently incurred by such this party independently in connection with the defense thereof other than reasonable costs of investigation, unless (ia) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel this counsel, or (iib) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its the indemnifying party's written consent but if settled with such this consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such this settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for the purpose VI of this Section 8.3) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice the commencement of such service on any designated agent)that action; provided, but however, that the failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provision of this Article VIIIVI. If any such claim or action shall be brought against an indemnified party, except and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) the indemnifying party and however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed to the retention of such counsel or agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties to in any such proceeding (including any impleaded parties) include both the indemnifying party indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnified party indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any proceeding such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such the consent of the indemnifying party or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel to the extent required by law Sections 6.1 and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to this Agreement shall be entitled such reimbursement prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated (a) The indemnified party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a claim for indemnification under this Article VIII ("VII, it will provide notice thereof in writing to the indemnifying party" , specifying the nature of and specific basis for such claim. (b) The indemnifying party shall have the purpose right to control, at its sole cost and expense, all aspects of the defense of (and any counterclaims with respect to) any claims brought against the indemnified party that are covered by the indemnification under this Section 8.3) Article VII, including the selection of counsel, determination of whether to appeal any decision of any Authority and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified party (which consent shall not be liable under unreasonably withheld), with the indemnification provisions concurrence of this Article VIII the Conflicts Committee of Atlas Energy in the case of the Atlas Energy Group, unless it includes a full release of the indemnified party from such matter or issues, as the case may be. (c) The indemnified party agrees to cooperate fully with the indemnifying party, with respect to (i) its pursuit of insurance coverage or recoveries with respect to the claims covered by the indemnification and (ii) all aspects of the defense of any claims covered by the indemnification, including the prompt furnishing to the indemnifying party of any correspondence or other notice relating thereto that the indemnified party may receive, permitting the name of the indemnified party to be utilized in connection with such defense, the making available to the indemnifying party of any files, records or other information of the indemnified party that the indemnifying party considers relevant to such defense and the making available to the indemnifying party of any employees, representatives or agents of the indemnified party; provided, however, that in connection therewith the indemnifying party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified party. In no event shall the obligation of the indemnified party to cooperate with the indemnifying party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification; provided, however, that the indemnified party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying party agrees to keep any such counsel hired by the indemnified party informed as to the status of any such defense, but the indemnifying party shall have the right to retain sole control over such defense. (d) The date on which written notification of a claim made against for indemnification is received by the indemnifying party shall determine whether such claim is timely made. (e) In determining the amount of any loss, cost, damage or expense for which a party Person is entitled to indemnification under this Article VIII ("indemnified party" for Contribution Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party gross amount of any such claim shall not relieve the indemnifying party from indemnification will be reduced by (i) any liability which it may have to insurance proceeds realized by the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIPerson, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely correlative insurance benefit shall be net of any incremental insurance premiums that become due and payable by the indemnified Person as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees claim and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and all amounts recovered by the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party Person under contractual indemnities from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementthird Persons.

Indemnification Procedure. Any person obligated to provide In the event that any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 4.1 or 4.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to Section 4.1 or 4.2 hereof, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or 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. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated The indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a Claim for indemnification under this Article VIII Section 11, it will provide notice thereof in writing to the indemnifying Party, specifying the nature of and specific basis for such Claim. ("i) The indemnifying party" for Party shall have the purpose right to control all aspects of the defense of (and any counterclaims with respect to) any Claims brought against the indemnified Party that are covered by the indemnification under this Section 8.311, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such Claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified Party unless it includes a full release of the indemnified Party from such Claim. (ii) shall not be liable under The indemnified Party agrees to cooperate fully with the indemnification provisions of this Article VIII indemnifying Party, with respect to all aspects of the defense of any claim made against a party Claims covered by the indemnification under this Section 11 including, without limitation, the prompt furnishing to the indemnifying Party of any correspondence or other notice relating thereto that the indemnified Party may receive, permitting the name of the indemnified Party to be utilized in connection with such defense, the making available to the indemnifying Party of any files, records or other information of the indemnified Party that the indemnifying Party considers relevant to such defense and the making available to the indemnifying Party of any employees of the indemnified Party; provided, however, that in connection therewith the indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified Party pursuant to this Section 11(d). In no event shall the obligation of the indemnified Party to cooperate with the indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified Party an obligation to hire and pay for counsel in connection with the defense of any Claims covered by the indemnification set forth in this Section 11; provided, however, that the indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying Party agrees to keep any such counsel hired by the indemnified Party informed as to the status of any such defense, but the indemnifying Party shall have the right to retain sole control over such defense. (iii) In determining the amount of any loss, cost, damage or expense for which the indemnified Party is entitled to indemnification under this Article VIII ("indemnified party" for Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information gross amount of the nature of indemnification will be reduced by (i) any insurance proceeds realized by the claim indemnified Party, and such correlative insurance benefit shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party be net of any such claim shall not relieve the indemnifying party from any liability which it may have to incremental insurance premium that becomes due and payable by the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely Party as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees Claim and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and all amounts recovered by the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party Party under contractual indemnities from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementthird Persons.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 7.3 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party which approval shall bear the fees and expenses of any additional counsel retained by itnot be unreasonably withheld, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiffindemnified parties who are parties to such action), or (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 1.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings 'include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Shareholders of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with consent of the indemnified party and counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 7.3 or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action) or (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to indemnifying party. Notwithstanding the provisions of this Section 7.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination amount of this Agreementnet proceeds received by the Purchaser from the sale of the Shares.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, Section 1.3 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely materially prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof; provided, with counsel satisfactory however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party named or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i1) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiffindemnified parties who are parties to such action), or (2) the indemnifying party agrees shall not have counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII 8 ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII 8 with respect to any claim made against a party entitled to indemnification under this Article VIII 8 ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII8, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII8. The indemnification provisions contained in this Article VIII 8 shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of indemnity agreement contained in this Article VIIISection 5 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party notifies an indemnifying party thereof and seeks or intends to seek indemnity from such indemnifying party, the such indemnifying party will be entitled to participateparticipate in, at and to the extent that it may determine, jointly with all other indemnifying parties similarly notified, to assume, the defense thereof with counsel reasonably satisfactory to such indemnified party; provided that, if the defendants in any such action include both such indemnified party and such indemnifying party and such indemnified party shall have reasonably concluded that there may be a conflict between its own expenseposition and the position of such indemnifying party with respect to the conduct of the defense of any such action or that there may be legal defenses available to it that are different from or additional to those available to such indemnifying party, in each case, such indemnified party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense thereofof such action on behalf of such indemnified party. The Upon receipt of notice from such indemnifying party also shall be entitled of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the of such action and approval by such indemnified party of the such indemnifying party's election to assume the defense thereof’s counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such indemnified party under this Agreement Section 5 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than of such action; provided that the reasonable costs fees and expenses of investigation, unless (i) counsel of such indemnified party shall be at the expense of such indemnifying party and the if (A) such indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of preceding sentence (it being understood that 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any settlement of any proceeding effected without its written consent but if settled with local counsel) for all indemnified parties who are parties to such consent action) or if there be a final judgment for the plaintiff, the (B) such indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Celgene Indemnitee or Acceleron Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 12.7.1 or if there be a final judgment for the plaintiff12.7.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this Article 12 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5.5 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5.5, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of this Article VIII, except obligations to indemnify contained in Section 5.4 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not materially prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof; provided, with however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there is a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action the indemnified party or parties shall have the right to select separate counsel satisfactory to the party named assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5.5 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence in Section 5.5(b) above (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel in each jurisdiction where counsel is reasonably necessary, approved by such consent or if there indemnifying party (such approval not to be a final judgment for unreasonably withheld) representing all of the plaintiffindemnified parties who are parties to such action), or (ii) the indemnifying party agrees shall not have counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated (a) The indemnified party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a claim for indemnification under this Article VIII ("VII, it will provide notice thereof in writing to the indemnifying party" , specifying the nature of and specific basis for such claim. (b) The indemnifying party shall have the purpose right to control, at its sole cost and expense, all aspects of the defense of (and any counterclaims with respect to) any claims brought against the indemnified party that are covered by the indemnification under this Section 8.3) Article VII, including the selection of counsel, determination of whether to appeal any decision of any Authority and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified party (which consent shall not be liable under unreasonably withheld), with the indemnification provisions concurrence of this Article VIII the Conflicts Committee of Atlas Energy in the case of the Atlas Energy Group, unless it includes a full release of the indemnified party from such matter or issues, as the case may be. (c) The indemnified party agrees to cooperate fully with the indemnifying party, with respect to (i) its pursuit of insurance coverage or recoveries with respect to the claims covered by the indemnification and (ii) all aspects of the defense of any claims covered by the indemnification, including the prompt furnishing to the indemnifying party of any correspondence or other notice relating thereto that the indemnified party may receive, permitting the name of the indemnified party to be utilized in connection with such defense, the making available to the indemnifying party of any files, records or other information of the indemnified party that the indemnifying party considers relevant to such defense and the making available to the indemnifying party of any employees, representatives or agents of the indemnified party; provided, however, that in connection therewith the indemnifying party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified party. In no event shall the obligation of the indemnified party to cooperate with the indemnifying party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification; provided, however, that the indemnified party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying party agrees to keep any such counsel hired by the indemnified party informed as to the status of any such defense, but the indemnifying party shall have the right to retain sole control over such defense. (d) The date on which written notification of a claim made against for indemnification is received by the indemnifying party shall determine whether such claim is timely made. (e) In determining the amount of any loss, cost, damage or expense for which a party Person is entitled to indemnification under this Article VIII ("indemnified party" for Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party gross amount of any such claim shall not relieve the indemnifying party from indemnification will be reduced by (i) any liability which it may have to insurance proceeds realized by the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIPerson, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely correlative insurance benefit shall be net of any incremental insurance premiums that become due and payable by the indemnified Person as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees claim and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and all amounts recovered by the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party Person under contractual indemnities from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementthird Persons.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 6.4 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 6.4, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall not relieve the indemnifying party it from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, Section 6.4 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely materially prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will shall be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof; provided, with counsel satisfactory however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party named or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such indemnified party under this Agreement Section 6.4 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i1) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one (1) separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action); or (2) the indemnifying party agrees shall not have counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties indemnifying party. Notwithstanding the provisions of this Section 6.4, (A) with respect to claims made pursuant to clause (i) of Section 6.4(b) hereof, VPVP shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the amount of net proceeds received by VPVP from the sale of the Registrable Shares and (B) with respect to claims made pursuant to clause (ii) of Section 6.4(b) hereof, VPVP shall not be liable for any indemnification contained obligation under this Agreement in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination excess of this Agreementthe amount of net proceeds received by VPVP from the sale of the Registrable Shares giving rise to such liability.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, which shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of indemnity agreement contained in this Article VIIISection 1.3, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i1) the indemnifying party and the The indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees representing all of the indemnified parties who are parties to indemnify such action); or (2) The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action. In each such case, the reasonable fees and expenses of counsel shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an ------------------------- indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 17.03 or 17.04 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits reasonable discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 17.05, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated (a) A claim for indemnification for any matter not involving a third party claim may be asserted by written notice to provide the party from whom indemnification under is sought; provided, that failure to so notify the indemnifying party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article VIII VI to the extent that the indemnifying party shall not have been materially prejudiced as a result of such delay. ("b) In the event that any Action shall be instituted or that any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 6.02 hereof (a “Third Party Claim”), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party" for . The failure of the purpose Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that the indemnifying party shall have been materially prejudiced as a result of such failure. Subject to the provisions of this Section 8.3) shall not be liable under 6.03, the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified indemnifying party shall have notified the right, at its sole expense, to select and engage counsel to defend such matter, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder. If the indemnifying party in writing elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder, it shall within a reasonable time after five days of the summons Indemnified Party’s written notice of the assertion of such Third Party Claim (or other first legal process giving information of sooner, if the nature of the claim Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided, that the indemnifying party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the indemnifying party shall have been served reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at its own expense, in the defense of such Third Party Claim; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate or (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the indemnifying party such that a joint representation would violate applicable ethical standards; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all indemnified parties in connection with any Third Party Claim. Each party hereto agrees to provide reasonable access to each other party to such documents and information as may be reasonably requested in connection with the defense, negotiation or settlement of any such Third Party Claim. Notwithstanding anything in this Section 6.03 to the contrary, neither the indemnifying party nor the Indemnified Party shall, without the prior written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant (or after claimants) and such party provide to such other party an unqualified release from all liability in respect of the Third Party Claim. If the indemnifying party makes any payment on any Third Party Claim, the indemnifying party shall have received notice be subrogated, to the extent of such service on payment, to all rights and remedies of the Indemnified Party to any designated agent)insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. (c) If any Indemnified Party should have a claim against any indemnifying party under this Article VI which does not involve a Third Party Claim, but failure to the Indemnified Party shall notify the indemnifying party of any such claim, specifying the nature of and specific basis for such claim and the amount or the estimated amount of such claim (the “Indemnity Notice”). The failure by any Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought Indemnified Party under the indemnification provision of this Article VIIIVI, except and only to the extent that the failure to notify results in the failure of actual notice to indemnifying party demonstrates that it has been actually materially prejudiced by such failure. If the indemnifying party and such indemnifying party is damaged solely as a result does not notify the Indemnified Party in writing within 30 days from delivery of failure to give such notice. In case any such action is brought against the indemnified party, Indemnity Notice that the indemnifying party will be entitled to participatedisputes such claim, at its own expense, in the defense thereof. The indemnifying party also amount of such claim specified by the Indemnified Party shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from conclusively deemed a liability of the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and hereunder. If the indemnifying party will not be liable to has timely disputed such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationclaim, unless (i) the indemnifying party and the indemnified party Indemnified Party shall have mutually agreed for a period of 30 days proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute may, at the option of either party, be submitted to binding arbitration pursuant to the retention provisions 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementSection 8.03.

Indemnification Procedure. Any person obligated The indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a claim for indemnification under this Article VIII Section 10, it will provide Notice thereof in writing to the indemnifying Party, specifying the nature of and specific basis for such Claim. ("i) The indemnifying party" for Party shall have the purpose right to control all aspects of the defense of (and any counterclaims with respect to) any Claims brought against the indemnified Party that are covered by the indemnification under this Section 8.310, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified Party unless it includes a full release of the indemnified Party from such Claim. (ii) shall not be liable under The indemnified Party agrees to cooperate fully with the indemnification provisions of this Article VIII indemnifying Party, with respect to all aspects of the defense of any claim made against a party Claims covered by the indemnification under this Section 10, including, without limitation, the prompt furnishing to the indemnifying Party of any correspondence or other Notice relating thereto that the indemnified Party may receive, permitting the name of the indemnified Party to be utilized in connection with such defense, the making available to the indemnifying Party of any files, records or other information of the indemnified Party that the indemnifying Party considers relevant to such defense and the making available to the indemnifying Party of any employees of the indemnified Party; provided, however, that in connection therewith the indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the indemnified Party pursuant to this Section 10(c). In no event shall the obligation of the indemnified Party to cooperate with the indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Section 10; provided, however, that the indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying Party agrees to keep any such counsel hired by the indemnified Party informed as to the status of any such defense, but the indemnifying Party shall have the right to retain sole control over such defense. (iii) In determining the amount of any loss, cost, damage or expense for which the indemnified Party is entitled to indemnification under this Article VIII ("indemnified party" for Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information gross amount of the nature of indemnification will be reduced by (A) any insurance proceeds realized by the claim indemnified Party, and such correlative insurance benefit shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party be net of any such claim shall not relieve incremental insurance premium that becomes due and payable by the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely Indemnified Party as a result of failure to give such notice. In case any such action is brought against claim and (B) all amounts recovered by the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice Party under contractual indemnities from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded third parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 6.1 or 6.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 6, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or 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. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3a) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such An indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any claim of such indemnified party for indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the nature of such claim shall not relieve in reasonable detail and the indemnifying party from shall be given reasonable access to any liability which it may have to documents or properties within the control of the indemnified party against whom as may be useful in the investigation of the basis for such action is brought under the indemnification provision of this Article VIII, except to the extent that the claim. The failure to so notify results in the failure of actual notice to the indemnifying party and within such indemnifying thirty-day period shall not constitute a waiver of such claim but an indemnified party is damaged solely shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a result of the failure of such person to give such notice. In case the event any indemnified party is entitled to indemnification hereunder based upon a claim asserted by a third party, the indemnifying party shall be given prompt notice thereof, in reasonable detail. The failure to so notify the indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any indemnification with respect to any Loss that occurred as a result of the failure of such person to give such notice. The indemnifying party shall have the right (without prejudice to the right of any indemnified party to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice to the indemnified party of its intention to do so not later than twenty days following notice of the claim to the indemnifying party or such shorter time period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party; provided, however, that if the defendants in any action is brought against shall include both an indemnifying party and an indemnified party and the indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. If the indemnifying party will does not so choose to defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to participateindemnification hereunder, at its own expense, in then the defense thereof. The indemnifying indemnified party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice recover from the indemnifying party to party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the indemnified party defense of such claim. Notwithstanding the assumption of the defense of any claim by an indemnifying party's election party pursuant to assume the defense thereofthis paragraph, the indemnified party shall bear have the fees and expenses right to approve the terms of any additional counsel retained by it, and the indemnifying party will settlement of a claim (which approval shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless unreasonably withheld). (ib) the The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have mutually agreed an obligation of good faith dealing, one to the retention other, so as not to unreasonably expose the other to an undue risk of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the loss. The indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred by it in connection with such cooperation. Except for fees and expenses for which indemnification is provided pursuant to Section 3.4, and as provided in the benefits of the indemnification contained in preceding sentence, each party shall bear its own fees and expenses incurred pursuant to this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparagraph (b).

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which it that they may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case the event that any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated (a) A Party that intends to provide claim indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) 9 shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party Party of any such claims in respect of which such Party intends to claim such indemnification, and if applicable such indemnifying Party shall not relieve assume the indemnifying party from any liability which it may have defense thereof with counsel mutually satisfactory to the indemnified party against whom Parties; provided that such action is brought under Party shall have the indemnification provision of this Article VIIIright to retain its own counsel and, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party case compensation for fees and expenses are not otherwise awarded, compensation for such reasonable costs shall be paid by such indemnifying party Party provided such indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume responsible for the defense thereof, with counsel satisfactory to if representation of such Party by the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel Party would be inappropriate due to actual or potential differing conflicting interests between themsuch Party and any other Party represented by such counsel. The indemnification provided for by this Section 9 shall not apply to amounts paid in settlement of any such claim if such settlement is effected without the consent of the indemnifying party Party, which consent shall not be liable unreasonably withheld. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve the indemnifying Party of any liability to the other Party under this Section 9.3 to the extent so prejudiced, but the omission so to deliver notice to such indemnifying Party shall not otherwise relieve it of any liability that it may have to such other Party. The indemnified Party shall cooperate fully with the other Party in the investigation of any such claim covered by this indemnification. (b) If Distributor receives a demand, claim, suit or proceeding subject to Ampio indemnification under Section 9.1(a)(iv), Distributor shall notify Ampio promptly in writing and give Ampio information, assistance and exclusive authority to evaluate, defend and settle such claim. Ampio shall then at its own expense and option, (i) settle the claim (which settlement shall include for Distributor the right to sell and use the Product pursuant to this Agreement); (ii) procure for Distributor the right to sell and use the Product pursuant to this Agreement; (iii) replace or modify the Product to avoid infringement; (iv) defend against such claim; or (v) remove the Product and indemnify and hold harmless Distributor. Should any court of competent jurisdiction hold in a final decision that the sale, manufacture, or use of such Product constitutes infringement, Ampio shall pay any costs and damages finally awarded against Distributor on the account of such infringement, and if the use of such Product is enjoined, Ampio shall take one more of the actions under clauses (ii), (iii) or (v) above. Ampio reserves the right, at its sole option, to notify Distributor in writing that as a result of a claim, suit or proceeding or threat of same in the Territory, Distributor may not market or sell the Product in such Territory, effective as of such written notice, subject to full indemnification of Distributor. The foregoing states the entire and complete liability of Ampio for any settlement of any proceeding effected without its written consent but if settled with such consent patent infringement or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability claimed infringement by reason of such settlement the sale, manufacture or judgment. A successor by law use of the parties Product or any part thereof. This Section 9.3(b) shall also apply in the event Ampio receives a claim, suit or proceeding relating to this Agreement shall be entitled to an actual or alleged infringement of a claim of a patent or an actual or alleged infringement or misappropriation of a Third Party Intellectual Property Right by the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementProduct.

Indemnification Procedure. Any person obligated to provide indemnification (A) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5(e) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5(e), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIIISection 5(e) or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (B) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5(e) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (iI) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party, representing all of the plaintiff, indemnified parties who are parties to such action); or (II) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action against the indemnified party, in each of which cases the reasonable fees and expenses of counsel for the indemnified party shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide Party seeking indemnification under this Article VIII 7 ("indemnifying party" for the purpose of this Section 8.3“Indemnitee”) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party Party (the “Indemnitor”) in writing of any such claim possible Damages or Claim, and the Indemnitor shall not relieve assume and have exclusive control over the indemnifying party from any liability which it may have defense thereof with counsel selected by the Indemnitor that is reasonably satisfactory to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIIndemnitee; provided, except to the extent however, that the failure Indemnitee shall have the right to notify results fully participate in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled or proceeding and to participate, retain its own (additional) counsel at its own expense, in expense(provided that the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the reasonable fees and expenses of any additional such counsel for the Indemnitee shall be paid by the Indemnitor only if representation of such Indemnitee by the counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel Indemnitor would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between themsuch Indemnitee and any other party represented by such counsel in such proceedings). Neither the Indemnitor nor the Indemnitee shall enter into any settlement agreement with any Third Party without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, unless such settlement: (i) includes an unconditional release of Indemnitee from all liability arising out of such claim;(ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnitee; and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Indemnitee. The indemnifying party shall not be liable for any settlement failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any proceeding effected without action, to the extent prejudicial to its written consent ability to defend such action, will relieve the Indemnitor of its obligations under this Article 7, but if settled with such consent or if there be a final judgment for the plaintifffailure to deliver notice to the Indemnitor will not relieve the Indemnitor of any obligation that it may have to any Indemnitee hereunder otherwise than as stated in this sentence. The Indemnitee shall, at the indemnifying party agrees to indemnify the indemnified party from reasonable and against any loss or liability by reason of such settlement or judgment. A successor by law verifiable out-of-pocket expenses of the parties to this Agreement shall be entitled to Indemnitor, cooperate with the benefits Indemnitor and its legal representatives in the investigation and defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of Claim covered by this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII Section 5.4 of notice of the commencement of any action ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to including any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless governmental action), such indemnified party shall have notified will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.4, deliver to the indemnifying party in writing a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties. The failure to deliver written notice to the indemnifying party within a reasonable time after the summons or other first legal process giving information commencement of the nature of the claim any such action, if materially prejudicial to its ability to defend such action, shall have been served upon relieve such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except Section 5.4 to the extent that of such prejudice, but the failure omission so to notify results in the failure of actual deliver written notice to the indemnifying party and such indemnifying will not relieve it of any liability that it may have to any indemnified party is damaged solely as a result of failure otherwise than under this Section 5.4. The indemnified party shall have the right, but not the obligation, to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also of any action referred to above through counsel of its own choosing and shall be entitled have the right, but not the obligation, to assume the defense thereofassert any and all separate defenses, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereofcross claims or counterclaims which it may have, the indemnified party shall bear and the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the employment of such counsel has been specifically authorized in advance by the indemnifying party, (ii) there is a conflict of interest that prevents counsel for the indemnifying party and from adequately representing the interests of the indemnified party shall have mutually agreed or there are defenses available to the retention of such counsel indemnified party that are different from, or additional to, the defenses that are available to the indemnifying party, (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and does not employ counsel that is reasonably satisfactory to the indemnified party within a reasonable period of time or (iv) the indemnifying party fails to assume the defense or does not reasonably contest such action in good faith, in which case, if the indemnified party notifies the indemnifying party that it elects to employ separate counsel, the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party and representation the reasonable fees and expenses of both parties such separate counsel shall be borne by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party; provided, however, that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm (in addition to one firm acting as local counsel) for the plaintiff, the indemnifying party agrees to indemnify the all indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparties.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 1.3 or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action) or (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to indemnifying party. Notwithstanding the provisions of this Section 1.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination amount of this Agreementnet proceeds received by the Purchaser from the sale of the Shares.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of indemnity agreement contained in this Article VIIISection 1.3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i1) the indemnifying party and the The indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees representing all of the indemnified parties who are parties to indemnify such action); or (2) The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action. In each such case, the reasonable fees and expenses of counsel shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of indemnity agreement contained in this Article VIIISection 3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party notifies an indemnifying party thereof and seeks or intends to seek indemnity from such indemnifying party, the such indemnifying party will be entitled to participateparticipate in, at and to the extent that it may determine, jointly with all other indemnifying parties similarly notified, to assume, the defense thereof with counsel reasonably satisfactory to such indemnified party; provided that, if the defendants in any such action include both such indemnified party and such indemnifying party and such indemnified party shall have reasonably concluded that there may be a conflict between its own expenseposition and the position of such indemnifying party with respect to the conduct of the defense of any such action or that there may be legal defenses available to it that are different from or additional to those available to such indemnifying party, in each case, such indemnified party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense thereofof such action on behalf of such indemnified party. The Upon receipt of notice from such indemnifying party also shall be entitled of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the of such action and approval by such indemnified party of the such indemnifying party's election to assume the defense thereof’s counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such indemnified party under this Agreement Section 3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than of such action; provided that the reasonable costs fees and expenses of investigation, unless (i) counsel of such indemnified party shall be at the expense of such indemnifying party and the if (A) such indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of preceding sentence (it being understood that 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any settlement of any proceeding effected without its written consent but if settled with local counsel) for all indemnified parties who are parties to such consent action) or if there be a final judgment for the plaintiff, the (B) such indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIobligations hereunder, except to the extent the amount of the claim is not increased by the timing of, or failure to give such notice. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such indemnifying party of any obligations hereunder, to the extent the amount of the claim is damaged solely as a result of not increased by the timing of, or failure to give such notice. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or 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. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated In the event of any claim for indemnification hereunder, the claiming Party (the “Indemnified Party”) will promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of the basis for the amount of the claim, including the name of any third party involved. The Indemnifying Party will have the right, to provide be exercised within thirty (30) days of notice, if liability to a third party is involved, to defend or compromise such matter at the sole cost and expenses of the Indemnifying Party, and the Indemnified Party must cooperate fully in such defense. The Indemnified Party will not settle or compromise any claim by a third party for which it is entitled to indemnification without the prior consent of the Indemnifying Party, unless suit has been instituted and the Indemnifying Party has not assumed control of the suit. The Parties agree that no amount shall be payable under this Section 11 unless and until the aggregate amount of all indemnifiable losses otherwise payable exceeds One Hundred Thousand Dollars ($100,000) (the “Deductible”), and then only to the extent such claims exceed the Deductible. The aggregate amount that either Party shall be required to indemnify and hold harmless the other Party shall not exceed the amount of Four Hundred Thousand Dollars ($400,000), provided that such limitation shall not apply to repayment obligations to Buyer for return of payments on the Purchase Price. Further, Buyer shall be prevented from seeking indemnification from Seller for matters of which the Buyer has or should have had knowledge based on ▇▇▇▇▇ ▇▇▇▇▇’▇ previous position as CEO, President and/or Chairman of the Board of Directors of Equity Media Holdings Corporation. To the extent that any losses that are subject to indemnification pursuant to this Section 11.3 are covered by insurance, the Indemnified Party shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that the Indemnified Party shall nevertheless be entitled to bring a claim for indemnification under this Article VIII ("indemnifying party" for in respect of such claims and the purpose of time limitations set forth in this Section 8.3) for bringing a claim of indemnification under this Agreement shall not be liable under tolled during the pendency of such insurance claim. The existence of a claim by the Indemnified Party for monies from an insurer or against a third party in respect of any loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Indemnifying Party. If the Indemnified Party has received the payment required by this Agreement from the Indemnifying Party in respect of any loss and later receives proceeds from insurance or other amounts in respect of such loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Indemnifying Party and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Article VIII with respect to Agreement, it is the intention of the parties that no insurer or any claim made against a other third party shall be (i) entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall benefit it would not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, receive in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party absence of the indemnifying party's election to assume the defense thereofforegoing indemnification provisions, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law relieved of the parties responsibility to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive pay any termination of this Agreementclaims for which it is obligated.

Indemnification Procedure. Any person obligated Transferor or USO, as the case may be, shall notify the party against whom indemnification is sought promptly of any claim it may have or any claim by any third party coming to provide indemnification its attention which may result in any liability hereunder on the other's part. Neither Transferor nor USO shall have any liability under this Article VIII unless notice of a claim for indemnity has been given to the other party, with sufficient detail of the events giving rise to such claim, on or prior to the date twelve ("indemnifying party" for 12) months after the purpose end of this the Company's first fiscal year, with the exception of any claim under Section 8.3) , which claim may be asserted until the expiration of the relevant statute of limitations. The indemnifying party shall be entitled at its own expense to conduct the defense of any third party claim with counsel of its own choosing, subject to approval by the party seeking indemnification (whose approval shall not be liable under unreasonably withheld), but the party seeking indemnification provisions of this Article VIII with respect to any claim made against a party shall be entitled to indemnification under this Article VIII ("indemnified party" participate in such defense with counsel of its own choosing and at its own expense, provided that control of the defense will remain with counsel for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify if the indemnifying party of any such claim has acknowledged unequivocally in writing its obligation to indemnify the other in regard to the claims to be defended against. Failure to give notice as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIits obligations hereunder, except to the extent that the failure to notify results in the failure defense of actual notice to the indemnifying party and any claim is prejudiced by such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable have the right to compromise or settle for money damages only any settlement of claim giving rise to an obligation for indemnification hereunder; any proceeding effected without its written consent but if claim compromised or settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify by the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties shall not be subject to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhereunder.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofaction. The indemnifying party also shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to assume select counsel for the defense thereofof such claim with the approval of any parties entitled to indemnification, with counsel satisfactory to which approval shall not be unreasonably withheld. In the party named in the action. After notice from event that the indemnifying party to the indemnified party of the indemnifying party's election elects to assume the defense thereof, of any such suit and retain such counsel and if the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) reasonably determines that a conflict exists between the indemnifying party and the indemnified party shall have mutually agreed to the retention of in 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffdefense, the indemnifying party agrees shall pay the reasonable fees and expenses of one additional counsel with respect to indemnify each such suit retained by the indemnified party from and against any loss or liability selected by reason of such settlement or judgment. A successor the indemnified party (which selection shall be made by law a majority in interest of the parties to this Agreement shall be entitled indemnifying Shareholder in the case of the Shareholder) and reasonably satisfactory to the benefits indemnifying party. The failure to notify an indemnifying party promptly of the indemnification contained in commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Article VIII. The indemnification provisions contained in Section 7, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Article VIII shall survive any termination of this AgreementSection 7.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose in Section 8.1 or Section 8.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision Section 8.1 or Section 8.2 of this Article VIII, Agreement except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party's reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any settlement local counsel) for all holders of Registrable Securities, selected by a majority (by number of shares) of the holders of Registrable Securities, or (ii) more than one counsel (in addition to any local counsel) for the Company in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to (pursuant to an immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such settlement claim, action, suit or judgmentproceeding. A successor by law of the parties to this Agreement shall be entitled Notwithstanding anything to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.contrary set forth herein, and

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("Section 9 of notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party" for the purpose of party under this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless 9, notify such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of that action; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses); and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom otherwise than under this Section 9. If any such action is shall be brought under against an indemnified party, and it shall notify the indemnification provision of this Article VIIIindemnifying party thereof, except the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, of such action with counsel satisfactory to the indemnified party named in (which counsel shall not, except with the actionwritten consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by itexcept as provided herein, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Section 9 for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the indemnifying party and employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 9(a) or such Sales Agent in the case of a claim for indemnification under Section 9(b), (ii) such indemnified party shall have mutually agreed been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the retention of such counsel indemnifying party, or (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action; provided, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing by such Sales Agent if the indemnified parties under this Section 9 consist of any Sales Agent Indemnified Party or by the Company if the indemnified parties under this Section 9 consist of any Company Indemnified Parties. Subject to this Section 9(c), the amount payable by an indemnifying party under Section 9 shall include, but not be limited to, (i) reasonable legal fees and expenses of counsel to the indemnified party and representation any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (ii) all amounts paid in settlement of both any of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 9 (whether or not the indemnified parties by the same counsel would be inappropriate due to are actual or potential differing interests between themparties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. The Subject to the provisions of the following sentence, no indemnifying party shall not be liable for any settlement of any proceeding pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such its written consent, if its consent has been unreasonably withheld or delayed or if there be a final judgment for the plaintiffplaintiff in any such matter, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by law such indemnifying party of the parties request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to this Agreement such settlement being entered into, and (iii) such indemnifying party shall be entitled not have reimbursed such indemnified party in accordance with such request prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated Promptly after receipt by a party indemnified pursuant to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to Section 7.1 or Section 7.2 of notice of the commencement of any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for action involving the purpose subject matter of this Section 8.3) unless the foregoing indemnity provisions, such indemnified party shall have notified will, if a claim therefor is to be made against the indemnifying party in writing within a reasonable time after pursuant to Section 7.1 or Section 7.2, notify the summons or other first legal process giving information indemnifying party of the nature of commencement thereof; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Section 7 and shall not relieve the indemnifying party and from liability under this Section 7 unless such indemnifying party is damaged solely as a result of failure to give prejudiced by such noticeomission. In case any such action is brought against any indemnified party and it notifies the indemnified partyindemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate therein and, at its own expense, in to the defense thereof. The indemnifying party also shall be entitled extent that it may wish to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the party named defendants in the action. After notice from the indemnifying party to any such action include both the indemnified party of and the indemnifying party's election , and the indemnified party shall have reasonably concluded that there may be legal defenses available to assume it which are different from or additional to those available to the defense thereofindemnifying party, the indemnified party shall bear have the fees and expenses of any additional right to select separate counsel retained by it, and (in which case the indemnifying party will shall not have the right to direct the defense of such action on behalf of the indemnified party). Upon the permitted assumption by the 9 92 indemnifying party of the defense of such action, and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under this Agreement Section 7.1 or Section 7.2 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof (other than reasonable costs of investigation, unless ) unless: (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence; (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time; (iii) the indemnifying party and its counsel do not actively and vigorously pursue the defense of such action; or (iv) the indemnifying party has authorized the employment of counsel for the indemnified party shall have mutually agreed to at the retention expense 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 same counsel would be inappropriate due to actual or potential differing interests between themparty. The No indemnifying party shall not be liable to an indemnified party for any settlement of any proceeding effected action or claim without its written the consent but if settled with such consent or if there be a final judgment for the plaintiff, of the indemnifying party, and no indemnifying party agrees may unreasonably withhold its consent to indemnify any such settlement. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from and against any loss all liability with respect to such claim or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against If a party entitled to indemnification hereunder (“Indemnified Party”) is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Article VIII XIII ("indemnified party" for whether or not the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature amount of the claim is then quantifiable), such Indemnified Party shall have been served upon such indemnified promptly give written notice thereof to the other party (or after such party shall have received notice of such service on any designated agent“Indemnitor”), but and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to notify give the indemnifying party of any such claim Indemnitor prompt notice as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision Indemnitor of this Article VIII, its obligations hereunder except to the extent extent, if any, that the failure to notify results in Indemnitor’s rights shall have been prejudiced or the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeIndemnitor’s liability shall have been materially increased thereby. In case any such action action, suit or proceeding is brought against the indemnified partyan Indemnified Party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also Indemnitor shall be entitled to assume participate in (and, in its discretion, to assume) the defense thereof, thereof with counsel reasonably satisfactory to the party named Indemnified Party, provided, however, that the Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the action. After notice from good faith judgment of the indemnifying party Indemnified Party’s counsel, representation by the Indemnitor’s counsel may present a conflict of interest or there may be defenses available to the indemnified party of Indemnified Party which are different from or in addition to those available to the indemnifying party's election to assume the defense thereof, the indemnified party Indemnitor. In no event shall bear Indemnitor be liable for the fees and expenses of any additional counsel retained by itmore than one counsel, and the indemnifying party will not be liable to such party under this Agreement separate from its own counsel, for any legal or other expenses subsequently incurred by such party independently all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same allegations or circumstances. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor’s liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section 13.3, the Indemnified Party shall be permitted to join in the defense thereof other than reasonable costs with counsel of investigationits own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, unless (i) action, suit or proceeding, the indemnifying party and the indemnified party Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall have mutually agreed not settle any claim, action, suit or proceeding which would give rise to the retention Indemnitor’s liability under its indemnity without the prior written consent 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Indemnitor, which consent shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated If the Party to provide be indemnified intends to claim indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) Clause 11, it shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party Party (“Indemnitor”) in writing of such claim. The Indemnitor shall have the right to control the defense and settlement thereof; provided, however, that: (i) the Indemnitor must obtain the prior written consent of the indemnitee (not to be unreasonably withheld) before entering into any settlement of such claim Third-Party claim; (ii) any indemnitee shall not relieve have the indemnifying party from any liability which it may have right to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, retain its own counsel at its own expense; and (iii) if the amount sought in any Third-Party claim (alone or in aggregate with all other Third-Party claims) (collectively, in “Covered Claims”) exceeds the defense thereof. The indemnifying party also shall be entitled amounts remaining payable by the Indemnitor pursuant to assume Clause 11.5 or the defense thereof, with counsel satisfactory indemnitee otherwise believes that the total amount payable pursuant to the party named in Covered Claims may exceed the action. After notice from amounts remaining payable by the indemnifying party Indemnitor pursuant to Clause 11.5, then the indemnified party Parties shall discuss and use reasonable endeavours to agree who has conduct and control of the indemnifying party's election Covered Claims provided that if the Parties are not able to assume agree within thirty (30) days after the defense thereofindemnitee provides Indemnitor with notice of its desire to take over control of such Covered Claims (or such shorter period as necessary to preserve all of the indemnitee’s rights), indemnitee may, at its election, retain full control over the indemnified party such Covered Claims unless the Indemnitor executes a separate agreement with the indemnitee agreeing that it shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently pay all amounts payable in connection with such Covered Claims irrespective of the limitation of liability in Clause 11.5. The indemnitee, its employees and agents, shall reasonably cooperate, at the Indemnitor’s expense, with the Indemnitor in the investigation of any liability covered by this Clause 11. If the indemnitee elects to control the defense thereof other than reasonable costs of investigationany Covered Claim as permitted herein, unless (i) the indemnifying party Indemnitor, its employees and agents, shall reasonably cooperate, at the indemnified party shall have mutually agreed Indemnitor’s expense, with the indemnitee in the investigation of any liability covered by this Clause 11 with respect to such Covered Claim(s). The failure to deliver prompt written notice to the retention Indemnitor of any claim, to the extent prejudicial to its ability to defend such claim, shall relieve the Indemnitor of its obligation to the indemnitee under this Clause 11 only to the extent 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementprejudice.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an indemnified party of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified the shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)thereof, but failure the omission so to notify the an indemnifying party of any such claim shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudice as a result of failure to give such notice. thereof In case any such action is shall be brought against any indemnified party and it shall notify an indemnifying party of the indemnified partycommencement thereof, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof, thereof with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and, after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume and undertake the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigationinvestigation and of liaison with counsel so elected; provided, unless (i) however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party and or if the interests of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have mutually agreed the right to select separate counsel and to assume such legal defenses and otherwise to participate in the retention defense of such action, with the expenses and fees of such separate counsel or (ii) the named parties and other expenses related to any such proceeding (including any impleaded parties) include both participation to be reimbursed by the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themas incurred. The No indemnifying party will be subject to any liability for any settlement made without consent which shall not be liable for unreasonably withheld. No indemnifying party will consent to the entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party of a release from and against any loss all liability with respect to such claim or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose Promptly after an indemnified party becomes aware of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII any claim, demand, action, proceeding, event, or condition with respect to any which a claim for indemnification may be made against a party entitled pursuant to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Article, such indemnified party shall have notified shall, if a claim in respect thereof is to be made against any party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature of the claim shall have been served upon such matter for which a right to indemnification is claimed (an "Indemnification Claim"); provided, however, that the failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIobligations, except to the extent that (and only to the failure to notify results in the failure of actual notice to extent) the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticematerially prejudiced thereby. In case any such action is brought against the indemnified partyIndemnification Claim involves a claim, demand, action, or proceeding by a third party (a "Third Party Claim"), the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to such indemnified party, such defense to be conducted at the party named in expense of the actionindemnifying party. After notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereofof a Third Party Claim, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof of the Third Party Claim, other than reasonable costs of investigation, unless (i) the indemnifying party has failed to assume the defense of such Third Party Claim and to employ counsel reasonably satisfactory to such indemnified person. Notwithstanding any of the foregoing to the contrary, the indemnified party shall have mutually agreed will be entitled to select its own counsel and assume the retention defense of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both Third Party Claim action if the indemnifying party and fails to select counsel reasonably satisfactory to the indemnified party and representation or fails to prosecute the defense, the expenses of both parties such defense to be paid by the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party. The No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a Third Party Claim without the consent of the indemnified party, which consent shall not be liable for unreasonably withheld. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for Third Party Claim the plaintiff, the defense of which has been assumed by an indemnifying party agrees to indemnify without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated The indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a claim for indemnification under this Article VIII Section 10, it will provide notice thereof in writing to the indemnifying Party, specifying the nature of and specific basis for such Claim. ("i) The indemnifying party" for Party shall have the purpose right to control all aspects of the defense of (and any counterclaims with respect to) any Claims brought against the indemnified Party that are covered by the indemnification under this Section 8.310, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified Party unless it includes a full release of the Indemnified Party from such Claim. (ii) shall not be liable under The indemnified Party agrees to cooperate fully with the indemnification provisions of this Article VIII indemnifying Party, with respect to all aspects of the defense of any claim made against a party Claims covered by the indemnification under this Section 10, including, without limitation, the prompt furnishing to the indemnifying Party of any correspondence or other notice relating thereto that the indemnified Party may receive, permitting the name of the indemnified Party to be utilized in connection with such defense, the making available to the indemnifying Party of any files, records or other information of the indemnified Party that the indemnifying Party considers relevant to such defense and the making available to the indemnifying Party of any employees of the indemnified Party; provided, however, that in connection therewith the indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified Party pursuant to this Section 10(c). In no event shall the obligation of the indemnified Party to cooperate with the indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Section 10; provided, however, that the indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying Party agrees to keep any such counsel hired by the indemnified Party informed as to the status of any such defense, but the indemnifying Party shall have the right to retain sole control over such defense. (iii) In determining the amount of any loss, cost, damage or expense for which the indemnified Party is entitled to indemnification under this Article VIII ("indemnified party" for Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information gross amount of the nature of indemnification will be reduced by (i) any insurance proceeds realized by the claim indemnified Party, and such correlative insurance benefit shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party be net of any such claim shall not relieve incremental insurance premium that becomes due and payable by the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely Indemnified Party as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees claim and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and all amounts recovered by the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party Party under contractual indemnities from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementthird Persons.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 4.1 or 4.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such an indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except obligation hereunder to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any third party action or proceeding against such indemnified party with respect to which a claim for indemnification may be made pursuant to this Article IV, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such third party action; provided, however, that the failure of an indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligation hereunder to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such third party action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such third party claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified defense of a third party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such third party claim or with respect to third party claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any third party action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a third party claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the third party claimant or plaintiff to such indemnified party of a release from all liability with respect to such third party claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffthird party action, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld, delayed or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementcontinued.

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this 9.1 or Section 8.3) unless 9.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIII, Section 9.1 or Section 9.2 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party's reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 9.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by (x) REI, if REI is defending against such claim, or (y) the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, if REI is not defending against such claim, or (ii) in the case of a claim referred to in Section 9.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such claim, action, suit, investigation or proceeding and such settlement, compromise or consent involves only the payment of money and such money is actually paid by the indemnifying party. Whether or not the defense of any claim or action is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement or judgmentmade without its consent, which consent will not be unreasonably withheld. A successor by law Notwithstanding anything to the contrary set forth herein, and without limiting any of the parties rights set forth above, in any event any indemnified party will have the right to this Agreement shall be entitled retain, at its own expense, counsel with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementa claim.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for of notice of the purpose commencement of this Section 8.3) shall not any action, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VIII, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to prejudice demonstrated by the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeparty. In case any such action is brought against the any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof. The , subject to the provisions herein stated and after notice from the indemnifying party also shall be entitled to such indemnified party of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Article VIII for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such proceeding action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would indemnifying party different from or in conflict with any legal defenses which may be inappropriate due available to actual or potential differing interests between them. The the indemnified party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for any the reasonable fees and expenses of one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party and be approved by the indemnifying party). No settlement of any proceeding effected action against an indemnified party shall be made without its the prior written consent but if settled of the indemnified party, which consent shall not be unreasonably withheld. All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with such consent or if there this Section and all reasonable attorneys' fees and expenses) shall be a final judgment for paid to the plaintiffindemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party; provided, that the indemnifying party agrees to indemnify the may require such indemnified party from to undertake to reimburse all such fees and against any loss or liability by reason of expenses to the extent it is finally judicially determined that such settlement or judgment. A successor by law of the parties to this Agreement shall be indemnified party is not entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhereunder.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, which shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (A) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 15(d) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 15(d), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 15(d) or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (B) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof; provided, with counsel satisfactory however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party named or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement hereunder for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (ix) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel and any settlement local counsel that may be required, approved by such indemnifying party representing all of any proceeding effected without its written consent but if settled with the indemnified parties who are parties to such consent action), or if there be a final judgment for the plaintiff, (y) the indemnifying party agrees shall not have appointed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to indemnifying party. Notwithstanding the provisions of this Section 15(d), each Purchaser shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination amount of this Agreementnet proceeds received by such Purchaser from the sale of the Registrable Units.

Indemnification Procedure. Any person obligated When required to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to indemnify any claim made against a party Contractor Indemnified Party or Owner Indemnified Party or any other Person entitled to indemnification under this Article VIII Section 10.1 ("indemnified “Indemnified Party”), the Party providing the indemnity (the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in good faith the defense of any claim against such party" for , whether or not the purpose of this Section 8.3) unless Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such indemnified party defense. The Indemnifying Party shall have notified charge and direction of the indemnifying party defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in writing the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such claim (in which case the Indemnifying Party shall not have the right to control the defense or settlement of such claim, on behalf of such Indemnified Party) or (b) the Indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after the summons or other first legal process giving information notice of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice commencement thereof. In each of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear cases the fees and expenses of counsel shall be at the expense of the Indemnifying Party. The amount of any additional counsel retained indemnity payment made under Section 10.1 shall be reduced by it, and the indemnifying party will not be liable amount of all insurance proceeds received by the Indemnified Party in respect of the event giving rise to such party the right of indemnity under Section 10.1. All payments made in respect of indemnities provided under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement Article 10 shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementmade on an After-Tax Basis.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying partyIndemnifying Party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified partyIndemnified Party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 2.3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of indemnity agreement contained in this Article VIIISection 2.3, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 2.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (iA) the indemnifying party and the The indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees representing all of the indemnified parties who are parties to indemnify such action, unless such additional counsel shall be required by applicable legal ethics rules); or (B) The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 13 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 13, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the claim shall have been served upon Company and the Investors in conducting the defense of such indemnified party (action, suit, or after proceeding by reason of recognized claims for indemnity under this Section 13, then counsel for such party shall have received notice be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such service on party. The failure to notify an indemnifying party promptly of the commencement of any designated agent)such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 13, but failure the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Section 13. No indemnifying party, in the defense of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIor litigation, shall, except to with the extent that the failure to notify results in the failure consent of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the each indemnified party, consent to entry of judgment or enter into any settlement that does not include as an unconditional term thereof the indemnifying party will be entitled giving by the claimant or plaintiff to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the such indemnified party of the indemnifying party's election a release from all liability in respect to assume the defense thereof, the such claim or litigation. Each indemnified party shall bear furnish such information regarding itself or the fees and expenses of any additional counsel retained by it, and the claim in question as an indemnifying party will not may reasonably request in writing and as shall be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently reasonably required in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party claim and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation resulting therefrom.

Indemnification Procedure. Any person obligated to provide indemnification If any claim or action shall be brought under this Article VIII ("indemnifying party" for Section 8(a) or Section 8(b), the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified promptly notify in writing the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)parties, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also parties shall be entitled to assume the defense thereof, with including the employment of counsel satisfactory to the party named in the action. After notice from the indemnifying party reasonably acceptable to the indemnified party and payment of all fees and expenses. The indemnified party shall have the indemnifying party's election right to assume employ separate counsel in any such action and participate in the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party parties have agreed to pay such fees and expenses, (ii) the indemnifying parties have failed to assume the defense and employ counsel reasonably acceptable to the indemnified party shall have mutually agreed to the retention of such counsel party, or (iiiii) the named parties to any such proceeding action (including any impleaded parties) include both the indemnified party and the indemnifying party parties, and the indemnified party and shall have been advised by its counsel that one or more legal defenses may be available to the indemnified party that may be unavailable to the indemnifying parties, or that representation of both such indemnified party and any indemnifying parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between themthem (in which case the indemnifying parties shall not have the right to assume the defense of such action on behalf of the indemnified party (notwithstanding their obligation to bear the fees and expenses of such counsel)). The indemnifying party parties shall not be liable for any settlement of any proceeding such action effected without its their written consent consent, which may not be unreasonably withheld, but if settled with such consent written consent, or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees parties agree to indemnify the and hold harmless any indemnified party from and 10 11 against any loss loss, claim, damage, liability or liability expense by reason of such settlement or judgment. A successor by law , but in the case of the parties to this Agreement shall be entitled a judgment only to the benefits of the indemnification contained extent provided in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementSection 8.

Indemnification Procedure. Any person obligated (a) A Party that intends to provide claim indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) 9 shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party Party of any such claims in respect of which such Party intends to claim such indemnification, and if applicable such indemnifying Party shall not relieve assume the indemnifying party from any liability which it may have defense thereof with counsel mutually satisfactory to the indemnified party against whom Parties; provided that such action is brought under Party shall have the indemnification provision of this Article VIIIright to retain its own counsel and, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party case compensation for fees and expenses are not otherwise awarded, compensation for such reasonable costs shall be paid by such indemnifying party Party provided such indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume responsible for the defense thereof, with counsel satisfactory to if representation of such Party by the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel Party would be inappropriate due to actual or potential differing conflicting interests between themsuch Party and any other Party represented by such counsel. The indemnification provided for by this Section 9 shall not apply to amounts paid in settlement of any such claim if such settlement is effected without the consent of the indemnifying party Party, which consent shall not be liable unreasonably withheld. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve the indemnifying Party of any liability to the other Party under this Section 9.3 to the extent so prejudiced, but the omission so to deliver notice to such indemnifying Party shall not otherwise relieve it of any liability that it may have to such other Party. The indemnified Party shall cooperate fully with the other Party in the investigation of any such claim covered by this indemnification. (b) If Distributor receives a demand, claim, suit or proceeding subject to Insulet indemnification under Section 9.1(a)(iv), Distributor shall notify Insulet promptly in writing and give Insulet information, assistance and exclusive authority to evaluate, defend and settle such claim. Insulet shall then at its own expense and option, (i) settle the claim (which settlement shall include for Distributor the right to sell and use the Products pursuant to this Agreement); (ii) procure for Distributor the right to sell and use the Product pursuant to this Agreement; (iii) replace or modify the Product to avoid infringement; (iv) defend against such claim; or (v) remove the Product and indemnify and hold harmless Distributor. Should any court of competent jurisdiction hold in a final decision that the sale, manufacture, or use of such Product constitutes infringement, Insulet shall pay any costs and damages finally awarded against Distributor on the account of such infringement, and if the use of such Product is enjoined, Insulet shall take one more of the actions under clauses (ii), (iii) or (v) above. Insulet reserves the right, at its sole option, to notify Distributor in writing that as a result of a claim, suit or proceeding or threat of same in any given country, Distributor may not market or sell the Products in such country, effective as of such written notice, subject to full indemnification of Distributor. The foregoing states the entire and complete liability of Insulet for any settlement of any proceeding effected without its written consent but if settled with such consent patent infringement or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability claimed infringement by reason of such settlement the sale, manufacture or judgment. A successor by law use of the parties Products or any part thereof. This Section 9.3(b) shall also apply in the event Insulet receives a claim, suit or proceeding relating to this Agreement shall be entitled to an actual or alleged infringement of a claim of a patent or an actual or alleged infringement or misappropriation of a Third Party Intellectual Property Right by the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementProducts.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of indemnity agreement contained in this Article VIIISection 3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of failure to give such notice. failure. (i) In case any such action is brought against the any indemnified party and such indemnified party notifies an indemnifying party thereof and seeks or intends to seek indemnity from such indemnifying party, the such indemnifying party will be entitled to participateparticipate in, at and to the extent that it may determine, jointly with all other indemnifying parties similarly notified, to assume, the defense thereof with counsel reasonably satisfactory to such indemnified party; provided that, if the defendants in any such action include both such indemnified party and such indemnifying party and such indemnified party shall have reasonably concluded that there may be a conflict between its own expenseposition and the position of such indemnifying party with respect to the conduct of the defense of any such action or that there may be legal defenses available to it that are different from or additional to those available to such indemnifying party, in each case, such indemnified party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense thereofof such action on behalf of such indemnified party. The Upon receipt of notice from such indemnifying party also shall be entitled of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the of such action and approval by such indemnified party of the such indemnifying party's election to assume the defense thereof’s counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such indemnified party under this Agreement Section 3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than of such action; provided that the reasonable costs fees and expenses of investigation, unless (i) counsel of such indemnified party shall be at the expense of such indemnifying party and the if (A) such indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of preceding sentence (it being understood that 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any settlement of any proceeding effected without its written consent but if settled with local counsel) for all indemnified parties who are parties to such consent action) or if there be a final judgment for the plaintiff, the (B) such indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated to provide In the event that any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or Section 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; PROVIDED, HOWEVER, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or 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. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated Within ten (10) days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this 7.1 or Section 8.3) unless 7.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIII, Section 7.1 or Section 7.2 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party’s reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 7.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the Holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties or (ii) in the case of a claim referred to in Section 7.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such claim, action, suit, investigation or proceeding and such settlement, compromise or consent involves only the payment of money and such money is actually paid by the indemnifying party. Whether or not the defense of any claim or action is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement or judgmentmade without its consent, which consent will not be unreasonably withheld. A successor by law Notwithstanding anything to the contrary set forth herein, and without limiting any of the parties rights set forth above, in any event any indemnified party will have the right to this Agreement shall be entitled retain, at its own expense, counsel with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementa claim.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 1.3 or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure: (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless; (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action) or (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to indemnifying party. Notwithstanding the provisions of this Section 1.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination amount of this Agreementgross proceeds received by the Purchaser from the sale of the Shares.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 10.1.3 or 10.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case the event that any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits sole discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 10.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both any Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide If a Party is seeking indemnification under this Article VIII Section 1.1 or Section 11.2, it shall inform the other Party of the Claim giving rise to the obligation to indemnify ("indemnifying party" for it being understood and agreed, however, that the purpose failure or delay by indemnified Party to give such notice of this Section 8.3) a Claim shall not be liable under affect the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, provided hereunder except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party Party shall have been actually and such indemnifying party is damaged solely materially prejudiced as a result of such failure or delay to give such notice). In case Indemnifying Party shall have the right to assume the defense of any such action Claim for which it is brought against the indemnified partyobligated to indemnify, including selecting counsel and settling any such Claim. Indemnified Party shall cooperate with the indemnifying party will be entitled Party as indemnifying Party may reasonably request, and at indemnifying Party’s cost and expense. Indemnified Party shall have the right to participate, at its own expenseexpense and with counsel of its choice, in the defense thereofof any Claim. The indemnifying party also Indemnifying Party shall be entitled keep indemnified Party informed on a reasonable and timely basis as to assume the status of such Claim (to the extent indemnified Party is not participating in the defense thereofof such Claim) and conduct the defense of such Claim in a prudent manner. If indemnifying Party assumes the defense of a Claim, with counsel satisfactory to the party named in the action. After notice from no compromise or settlement of such Claim may be effected by the indemnifying party to Party without the indemnified party of Party’s written consent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the indemnifying party's election to assume the defense thereofforegoing, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party’s consent shall not be liable required for any a settlement where: (a) there is no finding or admission of any proceeding effected without its written consent but if settled with such consent violation of law or if there any violation of the rights of any person and no effect on any other claims that may be a final judgment for made against indemnified Party, (b) the plaintiffsole relief provided is monetary damages that are paid in full by indemnifying Party, the indemnifying party agrees to indemnify and (c) the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of Party’s rights under this Agreement, including the Option, are not adversely affected.

Indemnification Procedure. Any person obligated (i) An indemnified party shall provide written notice to provide each indemnifying party of any claim of such indemnified party for indemnification under this Article VIII ("Agreement promptly after the date on which such indemnified party has actual knowledge of the existence of such claim. Such notice shall specify the nature of such claim in reasonable detail and the indemnifying party" parties shall be given reasonable access to any documents or properties within the control of the indemnified party as may be useful in the investigation of the basis for such claim. The failure to so notify the purpose indemnifying parties shall not constitute a waiver of this Section 8.3) such claim but an indemnified party shall not be liable under the entitled to receive any indemnification provisions of this Article VIII with respect to any Losses that occurred directly as a result of the failure of such indemnified party to give such notice. (ii) In the event any indemnified party seeks indemnification hereunder based upon a claim made against asserted by a third party, the indemnifying parties shall have the right (without prejudice to the right of any indemnified party entitled to indemnification under this Article VIII participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice of its intention to do so no later than twenty ("20) days following notice thereof by an indemnified party" for party or such shorter time period as required so that the purpose interests of this Section 8.3) unless the indemnified party would not be materially prejudiced as a result of its failure to have received such notice; provided, however, that, if the indemnified party shall have notified the indemnifying party in writing within reasonably concluded that separate counsel is required because a reasonable time after the summons or other first legal process giving information conflict of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereofinterest would otherwise exist, the indemnified party shall bear have the right to select separate counsel (but not more than one law firm together with local counsel, if necessary) to participate in the defense of such action on its behalf, at the expense of the indemnifying party. If the indemnifying party does not so choose to defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party shall be entitled to recover from the indemnifying party (subject to the limitations set forth in Section 9.2(b)), all of the reasonable attorney's fees and other costs and expenses of litigation of any additional counsel retained nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the defense of any claim by it, and the an indemnifying party will pursuant to this paragraph, the indemnified party shall have the right to approve the terms of any settlement of a claim (which approval shall not be liable to such party under this Agreement for any legal unreasonably delayed or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless withheld). (iiii) the The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have mutually agreed an obligation of good faith dealing, one to the retention other, so as not to unreasonably expose the other to undue risk 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementloss.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the, right to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIemploy, except to the extent that the failure to notify results in the failure of actual notice separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the holders of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this 8.1 or Section 8.3) unless 8.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIII, Section 8.1 or Section 8.2 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party's reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 8.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 8.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled obligated to pay the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.fees and