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 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 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 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. Any person obligated Promptly after receipt by an indemnified party under Sections 9.1.3 and 9.1.4 hereof 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 notify the indemnifying party 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 provisions 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 the indemnifying party Borrower of the commencement thereof, the 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 selected by the Borrower and reasonably 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 9.1.5, the 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, unless (i) the indemnifying party and the . No indemnified party shall have mutually agreed to settle or compromise any claim for which 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 Borrower may be liable for any settlement of any proceeding effected hereunder 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 prior Written Consent 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 AgreementBorrower.

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 provisions 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 provisions 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 party obligated to provide indemnification indemnify the other party under this Article VIII Agreement ("indemnifying party" for the purpose of this Section 8.3“Indemnifying Party”) shall not be liable under have 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)right, 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 provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual by written 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 thereofof any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel satisfactory designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party named in for services rendered after the action. After Indemnifying Party has given the written notice from the indemnifying party provided for above to the indemnified party party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnifying indemnified party's election , to assume settle such claim, provided that such settlement involves only the defense payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall bear have the fees and expenses right to participate in the defense of any additional counsel retained such claim being defended by itthe Indemnifying Party at the expense of the indemnified party, and but the indemnifying party will not be liable Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such party under this Agreement for any legal claim or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless defense). In no event shall (i) the indemnifying party and the indemnified party shall have mutually agreed to settle any claim without the retention consent of such counsel the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; 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 if a claim is covered by the same counsel Indemnifying Party’s liability insurance, take or omit to take any action which would be inappropriate due cause the insurer not to actual defend such claim 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 disclaim 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 Agreementrespect thereof.

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 provisions 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 provisions 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 provisions 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 provisions 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 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 provisions 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 such action indemnified party is brought against the indemnified partyentitled to indemnification hereunder based upon a claim asserted by a third party (including a claim arising from an assertion or potential assertion of a claim for Taxes), the indemnifying party will 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 participate, at its own expense, in receive any indemnification with respect to any Loss that occurred as a result of the defense thereoffailure of such person to give such notice. The indemnifying party also shall be entitled to assume have the defense thereof, with counsel satisfactory right (without prejudice to the right of any indemnified party named in the action. After 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 from of its intention to do so not later than twenty days following notice thereof by the indemnifying party to 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; provided, however, that if the indemnifying party's election to assume the defense thereof, the indemnified party defendants in any action shall bear the fees and expenses of any additional counsel retained by it, and the include both an 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 and an indemnified party and the indemnified party shall have mutually agreed to the retention of such reasonably concluded that counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both selected by the indemnifying party and has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party and representation shall have the right to select separate counsel to participate in the defense of both parties by such action on its behalf, at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. 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, If the indemnifying party agrees does not so choose to indemnify 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 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 recover from the benefits indemnifying 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 defense of such claim. Notwithstanding the assumption of the indemnification contained in defense of any claim by an indemnifying party pursuant to this Article VIII. The indemnification provisions contained in this Article VIII paragraph, the indemnified party shall survive have the right to approve the terms of any termination settlement of this Agreementa claim (which approval shall not be unreasonably withheld).

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 provisions 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 provisions 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 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 provisions 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 provisions 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 party that intends to provide claim ------------------------- indemnification (the "Indemnitee") under this Article VIII 11 shall promptly notify the other party (the "indemnifying party" Indemnitor") in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for the purpose purposes of this Section 8.3) shall not be liable under 11.3, each a "Claim"), and 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 Indemnitor shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information sole control of the nature of defense and/or settlement thereof; provided that the claim Indemnitee 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 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 right to participate, at its own expense, with counsel of its own choosing in the defense thereofand/or settlement of such Claim. 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 indemnification obligations of the indemnifying party's election parties under this Article 11 shall not apply to assume the defense thereof, the indemnified party shall bear the fees and expenses amounts paid in settlement of any additional counsel retained by itClaim if such settlement is effected without the consent of the Indemnitor, 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 which consent shall not be liable for any settlement withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any proceeding effected without such Claim shall relieve the Indemnitor of 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 Indemnitee under this Article VIII11, only to the extent that the failure is prejudicial to its ability to defend such action, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Article 11. The indemnification provisions contained in Indemnitee under this Article VIII 11, and its employees, at the Indemnitor's request and expense, shall survive any termination provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Nipro may claim indemnity under this Article 11 (on its own behalf or on behalf of an Nipro Indemnitee), and other Nipro Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only TheraSense may claim indemnity under this AgreementArticle 11 (on its own behalf or on behalf of a TheraSense Indemnitee), and other TheraSense Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. Any A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person obligated or entity (each, an “Indemnitee”) intends to provide claim indemnification under this Article VIII Section 8.6, the Indemnitee shall notify the other Party ("indemnifying party" for the purpose “Indemnitor”) in writing promptly upon becoming aware of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against that may be a party entitled 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 provisions 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 notice). The Indemnitor shall have the right to assume and control the defense of such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, Claim at its own expenseexpense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, in 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 such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The indemnifying party Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, 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 if settled unreasonably withheld. The Indemnitee shall reasonably cooperate with such consent or if there be a final judgment for the plaintiff, Indemnitor at the indemnifying party agrees Indemnitor’s expense and shall make available to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law 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 AgreementSection 7.1.

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 provisions 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 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 provisions 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 A Party that intends to provide claim indemnification (the “Indemnitee”) under this Article VIII ARTICLE 11 shall promptly notify the other Party ("indemnifying party" the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for the purpose purposes of this Section 8.3) shall not be liable under 11.3, each a “Claim”), and 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 Indemnitor shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information sole control of the nature of defense and/or settlement thereof; provided that the claim Indemnitee 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 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 right to participate, at its own expense, with counsel of its own choosing in the defense thereofand/or settlement of such Claim. 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 indemnification obligations 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 Parties 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 ARTICLE 11 shall not be liable for any apply to amounts paid in settlement of any proceeding Claim if such settlement is effected without its written the 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 Indemnitor. The failure to this Agreement shall be entitled deliver written notice to the benefits Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the indemnification contained in Indemnitee under this Article VIIIARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The indemnification provisions contained in Indemnitee under this Article VIII ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall survive any termination provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this AgreementARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

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 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 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. ARTICLE IX.

Indemnification Procedure. Any person obligated to provide (a) If a third party asserts a claim against any indemnified party for which indemnification would be available under this Article VIII XI (a "indemnifying party" for Claim"), 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 promptly give notice of such service on any designated agent)Claim, but failure to notify the indemnifying party of any describing 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 provisions of this Article VIIIClaim with reasonable specificity, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and party. If the amount of the Claim exceeds, or the aggregate amount of Losses incurred prior to such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against date have exceeded, the indemnified partyBasket Amount, 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 thereofof such Claim, with including the employment of counsel reasonably satisfactory to the party named in the action. After notice from the indemnifying party to indemnified party; provided, however, that if the indemnified party of reasonably determines in good faith that its interests with respect to such Claim cannot appropriately be represented by the indemnifying party's election to assume the defense thereof, the such indemnified party shall bear have the fees right to assume control of the defense of such Claim and to have its expenses reimbursed promptly with respect to such Claim to the extent entitled thereto. In addition, in the event that such indemnifying party, within a reasonable time after notice that any such Claim or the total Losses incurred exceeds the Basket Amount, fails to defend any indemnified party, such indemnified party will (upon further notice to such indemnifying party) have the right to undertake its defense of such Claim for the account of such indemnifying party and to have its expenses reimbursed promptly with respect to such Claim to the extent entitled thereto. Regardless of which party is controlling the defense of any additional counsel retained by itClaim, 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) both the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or act in good faith; (ii) no settlement of such Claim may be agreed to without the named parties to any such proceeding (including any impleaded parties) include both written consent of 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, which consent shall not be liable for any settlement unreasonably withheld; and (iii) no part of any proceeding effected Claim shall be paid without its written consent but if settled with such consent or if there be unless a final judgment for the plaintiff, the indemnifying party agrees to indemnify from which no appeal may be taken is entered on such Claim against the indemnified party. The controlling party from and against any loss shall deliver, or liability by reason of such settlement or judgment. A successor by law of the parties cause to this Agreement shall be entitled delivered, to the benefits other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive defense of any termination such Claim, and timely notices of this Agreementany hearing or other court proceeding relating to such Claim.

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 provisions 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 action or proceeding 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 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 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 to provide indemnification under this Article VIII ("indemnifying party" for For the purpose purposes of this Section 8.3) shall not be liable under administering the indemnification provisions of this Article VIII with respect to IX, the following procedures shall apply from and after the Closing Date: An indemnified party shall notify the Indemnitor of any Indemnification Event arising from an action or proceeding by a third party against such Indemnitor in writing within 15 days following the receipt by any officer, director, manager or member of the indemnified party of notice of the commencement of such action or proceeding or within 30 days of the assertion of 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 giving rise to indemnity pursuant to this Article IX (any 15 or 30-day notification requirement shall have notified begin to run, in the indemnifying party case of a claim which is amended so as to give rise to an amended Indemnification Event, from the first day such claim is amended to include any claim which is an Indemnification Event hereunder). Such notice shall describe in writing within a reasonable time after detail 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 basis of such service on any designated agent)Indemnification Event. Notwithstanding anything to the contrary, but the failure to notify the indemnifying party give notice in a timely fashion shall not result in a waiver of any such claim shall not relieve the indemnifying party from any liability which it may have right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure Indemnitor’s ability to notify results in defend against the event with respect to which indemnification is sought is adversely affected by the failure of actual notice to the indemnifying indemnified party and such indemnifying party is damaged solely as a result of failure to give such noticenotice in a timely fashion. In case The Indemnitor shall be entitled (but not obligated) to assume the defense or settlement of any such action is brought against or proceeding, or to participate in any negotiations or proceedings to settle or otherwise eliminate any claim, if it shall provide the indemnified partyparties a written acknowledgement of its liability for the indemnity against Damages relating to such claim and, if any Seller is the Indemnitor, such Seller shall have provided a security deposit reasonably acceptable to the indemnified party for any such Damages that may be imposed in connection therewith but in no event shall such security deposit exceed $1,000,000.00. If the Indemnitor assumes any such defense or settlement or any such negotiations, it shall pursue such defense, settlement or negotiations in good faith. If the Indemnitor fails to elect in writing within 30 days of the notification referred to above to assume the defense (or, if applicable, fails to provide the security deposit required as a condition to such assumption), the indemnifying indemnified party will may engage counsel to defend, settle or otherwise dispose of such action or proceeding, which counsel shall be entitled reasonably satisfactory to participatethe Indemnitor; provided, at its own expensehowever, in that the indemnified party shall not settle or compromise any such action, proceeding or claim without the prior written consent or agreement of the Indemnitor (which consent shall not be unreasonably withheld or delayed). In cases where the Indemnitor has assumed the defense thereof. The indemnifying party also or settlement with respect to an Indemnification Event, the Indemnitor shall be entitled to assume the defense thereof, or settlement thereof with counsel satisfactory of its own choosing; provided, however, that: (A) the indemnified party (and its counsel) shall be entitled to continue to participate at its own cost in any such action or proceeding or in any negotiations or proceedings to settle or otherwise eliminate any claim for which indemnification is being sought; (B) the Indemnitor shall not be entitled to settle or compromise any such action, proceeding or claim without the consent or agreement of the indemnified party named in (which consent will not be unreasonably withheld or delayed); provided, that if and only if the action. After settlement or compromise provides an unconditional release of the indemnified party without any ongoing performance by, restriction on, or adverse admission of, and at no cost or expense to, the indemnified party, the Indemnitor shall be entitled to enter into such settlement or compromise without the consent or agreement of the indemnified party; and (C) after written notice from by the indemnifying party Indemnitor to the indemnified party (as provided above) of the indemnifying party's its election to assume control of the defense thereofof any claim (and, if applicable, the provision of the security deposit required as a condition to such assumption), the Indemnitor shall not be liable to such indemnified party hereunder for any attorneys’ fees and disbursements subsequently incurred by such indemnified party in connection therewith (except as provided below). Any claim for indemnification hereunder that does not arise out of a third-party claim shall be asserted by the indemnified party by delivering written notice thereof to the Indemnitor promptly after the indemnified party becomes aware of the basis for such claim. Such written notice shall contain (i) a reasonably detailed description of the facts and circumstances giving rise to such claim for indemnification, (ii) the basis for such claim for indemnification pursuant to this Article IX and (iii) the amount and the type and nature of Damages suffered or incurred by such indemnified party. If the Indemnitor does not object to such written notice within 60 days after actual receipt of such written notice, Indemnitor shall have no further right to contest the validity of such indemnification claim and shall, following the expiration of such 60 day period, promptly pay the indemnified party the amount of Damages to which the indemnified party is entitled pursuant to this Article IX not to exceed the amount set forth in such written notice. At Indemnitor’s request, the indemnified party shall bear the fees provide Indemnitor any information reasonably requested by Indemnitor with respect to any claim for indemnification pursuant to this Section 9.6(d) and expenses of any additional shall further provide Indemnitor and its counsel retained by it, with access at all reasonable times during regular business hours and upon reasonable notice to personnel and the indemnifying party will not be liable to books and records of 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 for 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 Agreementpurpose.

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 provisions 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 If any action is brought against any Indemnified Party in respect of which indemnity may be sought pursuant to provide indemnification under this Article VIII ("indemnifying party" for Agreement, the purpose of this Section 8.3) shall not be liable under Indemnified Party will give written notice to 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 Company of any such matters giving rise to a claim for indemnification; provided, however, that the failure of any Indemnified Party 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 Company of its obligations under the indemnification provisions of this Article VIII, VI except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and Company is actually prejudiced by such indemnifying party is damaged solely as a result of failure to give notice. Upon the giving of such notice. In case , Company shall have the right to assume the defense of any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at with counsel of its own expense, choosing but reasonably acceptable to the Indemnified Party. Any Indemnified Party shall have the right to employ separate counsel in any such action and 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 expense of such Indemnified Party except 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 extent that (i) the indemnifying party and employment thereof has been specifically authorized by the indemnified party shall have mutually agreed to the retention of such counsel or Company in writing, (ii) the named parties Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Indemnified Party. In any event, unless and until the Company elects in writing to assume and does so assume the defense of any such proceeding (including action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any impleaded parties) include both such action, shall be Damages subject to indemnification hereunder. The Indemnified Party will cooperate fully with the indemnifying party and the indemnified party and representation Company in connection with any negotiation or defense of both parties any such action or claim by the same counsel would be inappropriate due Company, and shall furnish to actual or potential differing interests between themthe Company all information reasonably available to the Indemnified Party which relates to such action. The indemnifying party Company shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent but if settled with such consent or if there which shall not 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 judgmentunreasonably withheld. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained Notwithstanding anything in this Article VIIIVI to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnification provisions indemnity agreements contained herein shall be in this Article VIII shall survive addition to (a) any termination cause of this Agreementaction or similar rights of the Indemnified Party against the Company or others, and (b) any liabilities to which the Company may be subject to pursuant to the law.

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 provisions 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 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 provisions 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 The indemnified Party shall promptly notify the indemnifying Party, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively “Actions”) asserted or threatened against the indemnified Party for which the indemnified Party is entitled to indemnification hereunder. With respect to any such Action, the indemnified Party shall cooperate with and provide indemnification under such assistance to the indemnifying Party as such Party may reasonably request. Such assistance may include providing copies of all relevant correspondence and other materials that the indemnifying Party may reasonably request; provided however, that any information so provided which is confidential shall be treated in accordance with the confidentiality provisions of the Ongoing Projects Agreement. In the event of any claim or notice of the commencement of any proceedings to which the indemnities in this Article VIII ("5 may apply, the indemnified Party shall permit the indemnifying party" for Party to take control of the purpose of this Section 8.3) relevant proceedings and shall not be liable under make any admission or offer or make any settlement without the indemnification provisions prior consent of this Article VIII the indemnifying Party. If the indemnifying Party shall assume the control of the relevant proceedings in accordance with the previous sentence, (a) the indemnifying Party shall obtain the prior written consent of the indemnified Party before entering into any settlement with respect to any claim made such proceedings if the settlement would not release the indemnified Party from all liabilities and obligations with respect to such proceedings or the settlement would impose injunctive or other equitable relief against a party the indemnified Party and (b) the indemnified Party shall be entitled to indemnification under this Article VIII ("indemnified party" participate in such proceedings and to employ separate counsel of its choice for the purpose such purpose. The fees and expenses of this Section 8.3) unless such indemnified party shall have notified separate counsel shall, absent a conflict between the indemnifying party in writing Party and the indemnified Party, be paid by the indemnified Party. The failure or delay to deliver notice to the indemnifying Party 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 commencement of any such claim action, if irreparably prejudicial to the indemnifying Party’s ability to defend such action, shall relieve the indemnifying Party of any liability to the indemnified Party under this Article 5 to the extent that is directly attributable in its entirety to such failure or delay, but the omission to deliver notice to the indemnifying Party will not relieve the indemnifying party from Party of any liability which it that the indemnifying Party may have to any indemnified Party otherwise. The indemnified Party shall cooperate fully with the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results indemnifying Party and its legal representatives 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 investigation of any additional counsel retained by itloss, 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 investigationaction, 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 plaintiffclaim, the indemnifying party agrees to indemnify the indemnified party from and against any loss damage, or liability covered 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 Agreementindemnification.

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 provisions 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 such action indemnified party is brought against the indemnified partyentitled to indemnification hereunder based upon a claim asserted by a third party (including a claim arising from an assertion or potential assertion of a claim for Taxes), the indemnifying party will 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 participate, at its own expense, in receive any indemnification with respect to any Loss that occurred as a result of the defense thereoffailure of such person to give such notice. The indemnifying party also shall be entitled to assume have the defense thereof, with counsel satisfactory right (without prejudice to the right of any indemnified party named in the action. After 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 from the indemnifying party 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's election to assume ; provided, however, that if the defense thereof, the indemnified party defendants in any action shall bear the fees and expenses of any additional counsel retained by it, and the include both an 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 and an indemnified party and the indemnified party shall have mutually agreed to the retention of such reasonably concluded that counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both selected by the indemnifying party and has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party and representation shall have the right to select separate counsel to participate in the defense of both parties by such action on its behalf, at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. 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, If the indemnifying party agrees does not so choose to indemnify 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 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 recover from the benefits indemnifying 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 defense of such claim. Notwithstanding the assumption of the indemnification contained in defense of any claim by an indemnifying party pursuant to this Article VIII. The indemnification provisions contained in this Article VIII paragraph, the indemnified party shall survive have the right to approve the terms of any termination settlement of this Agreementa claim (which approval shall not be unreasonably withheld).

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 provisions 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 In the event either Party learns of any claim, liability, demand or cause of action relating to provide indemnification under this Article VIII ("indemnifying party" for Agreement or the purpose performance hereunder, which said Party shall determine, in its sole discretion, that the other Party may be liable therefor, said Party shall promptly notify the other Party. If indemnity is required by any of the terms of this 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 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 partyAgreement, the indemnifying party will be entitled Party shall have the right to participatecontrol all litigation and shall defend the other and pay all settlements, at its own expensejudgments, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereofcosts, with counsel satisfactory and expenses (including without limitation court costs and reasonable attorneys’ fees), whether related or unrelated, similar or dissimilar to the party named foregoing, incident thereto. Each Party, if requested, agrees to cooperate with the other 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 itdefense, and the indemnifying party will not be liable to such party under this Agreement Party shall reimburse the other for any legal or other all reasonable 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 therewith. The indemnified party Party shall have mutually agreed the right to the retention have counsel of such counsel or (ii) the named parties to its own choosing and at its sole expense participate in any such proceeding (including litigation. Notwithstanding the foregoing, however, neither Party shall effect settlement of or compromise any impleaded parties) include both such claim or proceedings without having obtained the indemnifying party and prior written consent of 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 other Party, which consent shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent unreasonably withheld, conditioned or if there be a final judgment for the plaintiff, delayed; provided that the indemnifying party agrees to indemnify Party may settle or compromise any such claim if the settlement or compromise (a) requires solely the payment of money damages by the indemnifying Party, and (b) includes as an unconditional term thereof the release by the claimant or the plaintiff of the indemnified party Party from and against any loss or all liability by reason in respect of such claim. If the indemnified Party does not consent to a settlement or judgment. A successor by law which the indemnifying Party is willing to accept, then the indemnifying Party’s liability shall be limited to the amount for which the claim could have been settled provided, such settlement does not require the indemnified Party to forego any property rights other than the amount of payment 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 Agreementproposed settlement.

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 provisions 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 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 provisions 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 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 provisions 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 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 provisions 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 provisions 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 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 provisions 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 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 provisions 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 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 provisions 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 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 provisions 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 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 provisions 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 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 provisions 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 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 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 provisions 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 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 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 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 provisions 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 such action indemnified party is brought against the indemnified entitled to indemnification hereunder based upon a claim asserted by a third party, the indemnifying party will 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 participate, at its own expense, in receive any indemnification with respect to any Loss that occurred as a result of the defense thereoffailure of such person to give such notice. The indemnifying party also shall be entitled to assume have the defense thereof, with counsel satisfactory right (without prejudice to the right of any indemnified party named in the action. After 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 from the indemnifying party 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's election to assume ; provided, however, that if the defense thereof, the indemnified party defendants in any action shall bear the fees and expenses of any additional counsel retained by it, and the include both an 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 and an indemnified party and the indemnified party shall have mutually agreed to the retention of such reasonably concluded that counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both selected by the indemnifying party and has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party and representation shall have the right to select separate counsel to participate in the defense of both parties by such action on its behalf, at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. 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, If the indemnifying party agrees does not so choose to indemnify 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 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 recover from the benefits indemnifying 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 defense of such claim. Notwithstanding the assumption of the indemnification contained in defense of any claim by an indemnifying party pursuant to this Article VIII. The indemnification provisions contained in this Article VIII paragraph, the indemnified party shall survive have the right to approve the terms of any termination settlement of this Agreementa claim (which approval shall not be unreasonably withheld).

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 provisions 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 VIIIindemnifying Party’s expense. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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 provisions 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. Any other provision of this Article 11 to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A successor by law of CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 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 provisions 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 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 provisions 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 If an indemnified party intends to provide claim indemnification under this Article VIII ("Section 0, such party shall promptly notify the other party of any loss, claim, damage, liability or action in respect of which the indemnified party intends to claim such indemnification, and the indemnifying party" for party shall have a first opportunity to assume the purpose of this Section 8.3) shall not be liable under sole defense thereof with counsel selected by the indemnification provisions of this Article VIII with respect to any claim made against a indemnifying party entitled to indemnification under this Article VIII ("and approved by the indemnified party" for the purpose of this Section 8.3) unless such party acting reasonably; provided, however, that an indemnified party shall have notified the right to retain its own counsel and participate fully in the defense, with the fees and expenses to be paid by the indemnified party. The failure or delay to deliver notice to the indemnifying party in writing party, within a reasonable time after the summons or other first legal process giving information commencement of any such proceeding, if irreparably prejudicial to the nature of the claim indemnifying party’s ability to defend such proceeding, 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 relieve the indemnifying party of any such claim shall not relieve the indemnifying party from any and all liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Section 0. The indemnified party shall cooperate fully with the indemnifying party and their legal representatives in the investigation of any loss, claim, damage, or liability covered by this indemnification, and shall mitigate such indemnifying party is damaged solely loss and damages. Any amount payable in order to satisfy an indemnity hereunder shall be paid as a result of failure to give such notice. In case any such action is brought against soon as reasonably possible after the indemnified party, party has incurred an indemnified expense and notified 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 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 Xxxxx Xxxxx’x 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 this Article VIII with any loss and later receives proceeds from insurance or other amounts in respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" of such loss, then it shall hold such proceeds or other amounts in trust for the purpose benefit of this Section 8.3) unless the Indemnifying Party and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons proceeds or other first legal process giving information amount received, up to the aggregate amount of any payments received from the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice Indemnifying Party pursuant to this Agreement in respect of such service on Loss. Notwithstanding 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 other provisions of this Article VIIIAgreement, except it is the intention of the parties that no insurer or any other third party shall be (i) entitled 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 benefit it would not 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 If the indemnitee becomes aware of a third-party claim that (if successful) will result in a loss to provide indemnification be indemnified under this Article VIII ("indemnifying party" for Section, the purpose of this Section 8.3) indemnitee will promptly notify the indemnitor in writing. Failure or delay in giving such notice shall not affect the right to 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 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 it prejudices the defense thereofof the claim. The indemnifying party also shall be entitled If the indemnitor acknowledges that the claim (if successful) will result in a loss within its obligation to indemnify under this Section, it may assume the defense thereof, with counsel satisfactory to by giving the party named in the action. After indemnitee written acknowledgement of its indemnity obligation and notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofwithin five (5) calendar days after receiving the notice of the claim. If the indemnitor acknowledges its obligation to indemnify and assumes the defense, it will have both the indemnified party shall bear the fees and expenses of any additional counsel retained by it, duty to defend and the indemnifying party right to control the defense. The indemnitor will not be liable conduct the defense in a prudent manner and will keep the indemnitee reasonably informed as to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection the status of the defense. The indemnitee will cooperate with the defense thereof other than reasonable costs and may retain separate counsel at its own expense to participate in, but not control, the defense. The indemnitor shall not settle a claim without the consent of investigationthe indemnitee, unless and that consent may not be unreasonably withheld or delayed. If the indemnitor does not timely assume the defense, the indemnitee will have the right (ibut no duty) to defend or settle the indemnifying party and claim at the indemnified party shall have mutually agreed to risk of the retention of such counsel or (ii) indemnitor. The indemnitor will reimburse the named parties to any such proceeding indemnitee for its expenses (including any impleaded partiesreasonable attorney’s fees) include both of defending or settling 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 Agreementclaim.

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 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 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 to provide (a) If a third party asserts a claim against any indemnified party for which indemnification would be available under this Article VIII XI (a "indemnifying party" for Claim"), 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 promptly give notice of such service on any designated agent)Claim, but failure to notify the indemnifying party of any describing 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 provisions of this Article VIIIClaim with reasonable specificity, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and party. If the amount of the Claim exceeds, or the aggregate amount of Losses incurred prior to such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against date have exceeded, the indemnified partyBasket Amount, 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 thereofof such Claim, with including the employment of counsel reasonably satisfactory to the party named in the action. After notice from the indemnifying party to indemnified party; provided, however, that if the indemnified party of reasonably determines in good faith that its interests with respect to such Claim cannot appropriately be represented by the indemnifying party's election to assume the defense thereof, the such indemnified party shall bear have the fees right to assume control of the defense of such Claim and to have its expenses reimbursed promptly with respect to such Claim to the extent entitled thereto. In addition, in the event that such indemnifying party, within a reasonable time after notice that any such Claim or the total Losses incurred exceeds the Basket Amount, fails to defend any indemnified party, such indemnified party will (upon further notice to such indemnifying party) have the right to undertake its defense of such Claim for the account of such indemnifying party and to have its expenses reimbursed promptly with respect to such Claim to the extent entitled thereto. Regardless of which party is controlling the defense of any additional counsel retained by itClaim, 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) both the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or act in good faith; (ii) no settlement of such Claim may be agreed to without the named parties to any such proceeding (including any impleaded parties) include both written consent of 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, which consent shall not be liable for any settlement unreasonably withheld; and (iii) no part of any proceeding effected Claim shall be paid without its written consent but if settled with such consent or if there be unless a final judgment for the plaintiff, the indemnifying party agrees to indemnify from which no appeal may be taken is entered on such Claim against the indemnified party from party, 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 then only to the benefits extent the aggregate of all Losses exceeds the indemnification contained in this Article VIIIBasket Amount. The indemnification provisions contained controlling party shall deliver, or cause to be delivered, to the other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in this Article VIII shall survive connection with the defense of any termination such Claim, and timely notices of this Agreementany hearing or other court proceeding relating to such 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 7.1 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 the shall, if a claim in respect thereof is to be made against any 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)under Section 7.1, but failure to notify the indemnifying party of any such claim shall not relieve the commencement thereof; provided, however, that failure to so notify the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIshall not affect an indemnifying party’s obligations hereunder, 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 materially prejudiced by 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 thereoffailure. The indemnifying party also shall be entitled to assume the defense thereof, with appoint 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 ’s choice at the indemnifying party’s expense to assume the defense thereof, represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall bear not thereafter be responsible for the fees and expenses of any additional separate counsel retained by itthe indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party will not be liable to shall bear the reasonable fees, costs and expenses of 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 separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have mutually agreed reasonably concluded that there may be legal defences available to it and/or other indemnified parties which are different from or additional to those available to the retention of such counsel or indemnifying party, (iiiii) 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 notice of any proceeding effected without its written consent but if settled with the institution of such consent action, or if there be a final judgment for the plaintiff, (iv) the indemnifying party agrees to indemnify shall authorize the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law to employ separate counsel 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 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 16.13(a) or (b) 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 16.13(a) or (b), 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 provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Section 16.13 and shall not relieve the indemnifying party and from liability under this Section 16.13 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 expenseto the extent that it may wish, in the defense thereof. The jointly with any other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, with counsel 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 the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which 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 (in the action. After notice from which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party or parties). Upon the permitted assumption by the indemnifying party of 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 shall not be liable to such indemnified party under this Agreement Section 16.3(a) or Section 16.3(b) 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 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; (b) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time; (c) the indemnifying party and its counsel do not actively and vigorously pursue the defense of such action; or (d) 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 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 shall not relieve the indemnifying party from against any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIMedCo Indemnitee or Alnylam Indemnitee (individually, 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 thereofan “Indemnitee”), the indemnified party Party shall bear promptly notify the fees and expenses other Party in writing of any additional counsel retained by the claim once the indemnified Party learns of 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 Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the defense thereof other than reasonable costs of investigationindemnifying Party, unless (i) at the indemnifying party Party's reasonable request and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to expense, and may, at its option and expense, be represented in 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 action or potential differing interests between themproceeding. The indemnifying party Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party's written authorization. The indemnifying Party shall not settle any such claim without the Indemnitee's consent, unless such settlement requires only payments by the indemnifying Party. 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 Sections 10.1 or if there be a final judgment for the plaintiff10.2 may apply, the indemnifying party agrees Party shall promptly notify the Indemnitees, which shall then have the right to indemnify be represented in any such action or proceeding by separate counsel at their expense; provided, that the indemnified party from and against any loss or liability by reason indemnifying Party shall be responsible for payment of such settlement or judgment. A successor by law of expenses if the parties Indemnitees are ultimately determined to this Agreement shall be entitled to indemnification from the benefits indemnifying Party for the matters to which the indemnifying Party notified the Indemnitees that such exception(s) may apply. To the extent that an indemnification obligation hereunder results in payments to a Third Party which are described in Section 6.4.3, the provisions of Sections 10.1 through 10.3 shall be subject to the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementSection 6.4.3 to the extent Section 6.4.3 is applicable.

Indemnification Procedure. Any person obligated Each Party shall promptly notify the other Party in writing of any Claim. Concurrent with the provision of notice pursuant to this section, the indemnified Party shall provide to the other Party copies of any complaint, summons, praecipe, subpoena or other court filings or correspondence related to such Claim and will give such other information with respect thereto as the other Party shall reasonably request. The indemnifying Party and indemnified Party shall meet to discuss how to respond to such Claim. Failure 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 prompt notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve any Party of the indemnifying party from any liability which it may have duty to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, defend or indemnify except to the extent such failure materially prejudices the defense of any matter. Each Party agrees that it will take reasonable steps to minimize the failure to notify results in burdens of the failure litigation on witnesses and on the ongoing business 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 partyParties, including making reasonable accommodations to witnesses’ schedules when possible and seeking appropriate protective orders limiting the indemnifying party will be entitled duration and/or location of depositions. The indemnified Party shall have the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to participate, at its own expenseexpense and with counsel of its choice, in the defense thereof. The of any Claim or suit that has been assumed by the indemnifying party also Party; provided however, that the indemnifying Party shall be entitled have no obligations with respect to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice any Losses resulting from the indemnifying party to indemnified Party’s settlement of such Claim without the indemnified party prior written consent 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 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 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 Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for VI 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 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 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 provisions 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 expense, in and 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 VI 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 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 provisions 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 (i) The Person seeking indemnification under this Article VIII Section 7.3 ("indemnifying party" for the purpose “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under Section 7.3(a), such notice shall be given to the Shareholders’ Agent) of any third-party claim which may give rise to any indemnity obligation under this Section 8.3) shall not be liable under 7.3, and the indemnification provisions of this Article VIII with respect Indemnifying Party will have the right to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for assume 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 defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not relieve affect the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the Indemnifying Party’s indemnification provisions of this Article VIII, obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, 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 Indemnified Party will be entitled to participate, participate in any such defense with separate counsel at its own expensethe expense of the Indemnifying Party if, in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense thereofor fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The indemnifying party also shall be entitled parties hereto agree to assume the defense thereof, cooperate 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 each other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationany such claim. The Indemnifying Party will not, unless (i) without the indemnifying party and prior written consent of the indemnified party shall have mutually agreed Indemnified Party, settle, compromise, or consent to the retention entry of such counsel or (ii) the named parties any judgment with respect to any such proceeding claim, unless such settlement, compromise or judgment (including A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any impleaded partiesAffiliate thereof, (B) include both does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the indemnifying party Indemnified Party and the indemnified party its Affiliates for all liability arising out of such claim and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themany related claim. The indemnifying party shall Indemnified Party will not, without the prior written consent of the Indemnifying Party, which will not be liable for any settlement unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any proceeding effected without its written consent but if settled judgment with respect to any 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 Agreementclaim.

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 provisions 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 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 AgreementShares).

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 provisions 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 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 provisions 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 (which consent 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 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 provisions 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 such action indemnified party is brought against the indemnified partyentitled to indemnification hereunder based upon a claim asserted by a third party (including a claim arising from an assertion or potential assertion of a claim for Taxes), the indemnifying party will 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 participate, at its own expense, in receive any indemnification with respect to any Loss that occurred as a result of the defense thereoffailure of such person to give such notice. The indemnifying party also shall be entitled to assume have the defense thereof, with counsel satisfactory right (without prejudice to the right of any indemnified party named in the action. After 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 from of its intention to do so not later than twenty days following notice thereof by the indemnifying party to 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; provided, however, that if the indemnifying party's election to assume the defense thereof, the indemnified party defendants in any action shall bear the fees and expenses of any additional counsel retained by it, and the include both an 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 and an indemnified party and the indemnified party shall have mutually agreed to the retention of such reasonably concluded that counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both selected by the indemnifying party and has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party and representation shall have the right to select separate counsel to participate in the defense of both parties by such action on its behalf, at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. 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, If the indemnifying party agrees does not so choose to indemnify 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 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 recover from the benefits indemnifying 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 defense of such claim. Notwithstanding the assumption of the indemnification contained in defense of any claim by an indemnifying party pursuant to this Article VIII. The indemnification provisions contained in this Article VIII paragraph, the indemnified party shall survive have the right to approve the terms of any termination settlement of this Agreementa claim (which approval shall not be unreasonably withheld).

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 12(c) 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 provisions 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 27(e), 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 party seeking indemnification pursuant to provide indemnification under this Article VIII V shall promptly provide written notice of any claim to the party from which it seeks indemnification within a reasonable period of time. The indemnifying person, if it so elects, shall assume and control the defense thereof ("and shall consult with the indemnified person with respect thereto), including the employment of counsel reasonably satisfactory to the indemnified person within ten (10) Business Days after receipt of the notice with respect thereto, and the payment of all necessary expenses; provided that as a condition precedent to the indemnifying party" person's right to assume control of such defense, it must first enter into an agreement with the indemnified person (in form and substance reasonably satisfactory to the indemnified person) pursuant to which the indemnifying person agrees to be fully responsible for all losses relating to such claim and unconditionally guarantees the purpose payment and performance of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII any liability or obligation which may arise with respect to any such claim made against a party entitled or the facts giving rise to indemnification under this Article VIII ("indemnified party" such claim for the purpose of this Section 8.3) unless such indemnified party shall have notified indemnification; provided further that the indemnifying party in writing within a reasonable time after person shall not have the summons or other first legal process giving information right to assume control of the nature of such defense if 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 which the indemnifying party person seeks to assume control of (i) seeks non-monetary relief or (ii) involves criminal or quasi-criminal allegations; and provided further that (i) the indemnifying person shall not consent to the imposition of any 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 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 injunction against the indemnified partyperson without the written consent of the indemnified person, (ii) the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also person 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 permit the indemnified party of the indemnifying party's election person to assume the defense thereof, participate in such conduct or settlement through counsel chosen by the indemnified party shall bear person, but the fees and expenses of any additional such counsel retained shall be borne by itthe indemnified person (except as provided below), and (iii) upon a final determination of such action, suit or proceeding, the indemnifying party will not be liable person shall promptly reimburse to such party the full extent required under this Agreement Article V the indemnified person for the full amount of any legal Loss resulting from such action, suit or other proceeding and all reasonable and related expenses subsequently incurred by the indemnified person, other than fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such party independently in connection with action, suit or proceeding by the indemnifying person (except as provided below). If the indemnifying person is permitted to assume and control the defense thereof other than reasonable costs and elects to do so, the indemnified person shall have the right to employ counsel separate from counsel employed by the indemnifying person in any such action and to participate in the defense thereof, but the fees and expenses of investigation, such counsel employed by the indemnified person shall be at the expense of the indemnified person unless (i) the employment thereof has been specifically authorized by the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or person in writing, (ii) the named parties to any such proceeding (including any impleaded parties) include both indemnifying person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying party person and the indemnified party person, (iii) the indemnifying person has failed to assume the defense and representation employ counsel; or (iv) the indemnified person has reasonably determined that an adverse outcome could have a material adverse effect on its business reputation or could reasonably be expected to have a materially adverse precedential effect; in which case the fees and expenses of both parties the indemnified person's counsel shall be paid by the same counsel would be inappropriate due indemnifying person. In the event the indemnifying person fails to actual or potential differing interests between them. The indemnifying party elect to defend such claim in accordance with the foregoing, then the indemnified person may elect, but shall not be liable for required, to defend against or settle such claim as it sees fit, provided that any settlement of any proceeding effected without its written such claim shall require the consent but if settled with such consent or if there be a final judgment for the plaintiff, of 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 person, 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 8.3) 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 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 Final 10/07 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. 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 provisions 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 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 provisions 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 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 Sections 7.1 or 7.2 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 provisions 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 Sections 7.1 or 7.2 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 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 provisions 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 8.38.4) 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 provisions 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 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 shall not relieve the indemnifying party from against any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIMedCo Indemnitee or Alnylam Indemnitee (individually, 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 thereofan “Indemnitee”), the indemnified party Party shall bear promptly notify the fees and expenses other Party in writing of any additional counsel retained by the claim once the indemnified Party learns of 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 Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the defense thereof other than reasonable costs of investigationindemnifying Party, unless (i) at the indemnifying party Party’s reasonable request and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to expense, and may, at its option and expense, be represented in 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 action or potential differing interests between themproceeding. The indemnifying party Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written authorization. The indemnifying Party shall not settle any such claim without the Indemnitee’s consent, unless such settlement requires only payments by the indemnifying Party. 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 Sections 10.1 or if there be a final judgment for the plaintiff10.2 may apply, the indemnifying party agrees Party shall promptly notify the Indemnitees, which shall then have the right to indemnify be represented in any such action or proceeding by separate counsel at their expense; provided, that the indemnified party from and against any loss or liability by reason indemnifying Party shall be responsible for payment of such settlement or judgment. A successor by law of expenses if the parties Indemnitees are ultimately determined to this Agreement shall be entitled to indemnification from the benefits indemnifying Party for the matters to which the indemnifying Party notified the Indemnitees that such exception(s) may apply. To the extent that an indemnification obligation hereunder results in payments to a Third Party which are described in Section 6.4.3, the provisions of Sections 10.1 through 10.3 shall be subject to the indemnification contained in this Article VIIIprovisions of Section 6.4.3 to the extent Section 6.4.3 is applicable. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedure. 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 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 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 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 provisions 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

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 provisions 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 Registration Rights Agreement 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 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 settlement claim, action, suit, investigation or judgmentproceeding. 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 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 Section 6.1 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 provisions 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 (a) the indemnified party and the indemnifying party shall have so mutually agreed agreed; (b) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the retention of such counsel indemnified party; (c) 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 (iid) 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 (i) 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 (ii) 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 Section 6.1 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (x) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (y) 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 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 provisions 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 6 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 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 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 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 thereofaction. The indemnifying party also shall have the right to participate in and to assume the defense of such claim, and shall be entitled to assume select counsel for the defense thereofof such claim with the approval of the indemnified parties, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to which approval shall not be unreasonably withheld; provided, however, that the indemnified party may participate in such defense, and the indemnified parties collectively shall be entitled to retain a separate counsel for purposes of such action, at the indemnifying party's election to assume the defense thereof, expense if a majority in interest of the indemnified party shall bear the fees and expenses parties conclude in good faith that representation of any additional such indemnified parties by counsel retained selected 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 themsuch indemnifying party and any or the indemnified parties. The failure to notify an indemnifying party promptly of the 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 Section 6, 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 other than under this Section 6. No indemnifying party, in the defense of any such claim or litigation shall consent to entry of any judgment or enter into any settlement (i) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect to such claim or litigation and (ii) except with the consent of each indemnified party, 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 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 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 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 party" for Promptly after receipt by an indemnified party hereunder of written notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII any action or proceeding 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 3, such indemnified party shall have notified shall, if a claim in respect thereof is to be made against any 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 of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations, 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 noticenot 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 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 in respect of 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 action 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 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 provisions 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 Securities).

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 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 provisions 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 loses substantive legal rights as a result of 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 the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties or (ii) in the case of a claim referred to in Section 9.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any 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 made without its consent, which consent will not be unreasonably withheld or judgmentdelayed. 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 The indemnities contained in this Clause 14 shall be conditional on compliance with the terms and conditions set out in this Clause 14.3. The indemnifying party will defend, contest, or otherwise protect against any such Claims at its own cost and expense provided that prompt written notice is given, of any Claims for which indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall might be claimed. The indemnified party may, but will not be liable under the indemnification provisions obligated to, participate at its own expense in a defense thereof by counsel 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 its own choosing, but the indemnifying party in writing within a reasonable time after shall be entitled to control the summons or other first legal process giving information of defense unless 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 has relieved the indemnifying party from liability with respect to the particular matter. If the indemnifying party fails to timely defend, contest, or otherwise protect against any liability which it may have to such Claims, the indemnified party may, but will not be obligated to, defend, contest, or otherwise protect against whom such action is brought under the indemnification provisions of this Article VIIIsame, except to and make any reasonable compromise or settlement thereof and recover the extent that the failure to notify results in the failure of actual notice to entire costs thereof from the indemnifying party party, including reasonable legal fees and such indemnifying party is damaged solely costs and disbursements, and all amounts paid as a result of failure to give such notice. In case any such action is brought against Claims or the indemnified partycompromise or settlement thereof, provided, however, that if the indemnifying party will undertakes the timely defense of such matter, the indemnified party shall not be entitled to participate, at recover from the indemnifying party for its own expense, costs incurred in 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 from cooperate and provide such assistance as 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 may reasonably request 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 matter subject to this Agreement shall indemnification. No settlement that will impact the other party’s business will be entitled to the benefits made without prior written approval of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementother party.

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 provisions 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 As a condition 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 indemnified Party's right to indemnification under this Article VIII ("Section, the indemnified party" for the purpose of this Section 8.3) unless such indemnified party Party shall have notified give prompt notice to the indemnifying party in writing within a reasonable time after the summons Party of any suits, claims 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 demands by third parties which may give rise to any designated agent)Loss for which indemnification may be required under this Section, but the indemnified Party's failure to notify do so shall not affect 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 provisions of this Article VIII, Party's obligation hereunder except to the extent that the failure to notify results in the failure of its actual notice to the indemnifying party and such indemnifying party is damaged solely damages 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 thereoffailure. The indemnifying party also Party shall be entitled to assume the defense thereofand control of any suit, with counsel satisfactory to the claim or demand of any third party named in the actionat its own cost and expense. After notice from If the indemnifying party to the indemnified party of the indemnifying party's election to Party shall assume the defense thereofof such action, it shall not settle such action without the prior written consent of the indemnified party Party, which consent shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable unreasonably withheld or delayed; provided, however, that an indemnified Party shall not be required to such party under this Agreement for consent to any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless settlement that (i) does not include as an unconditional term thereof the indemnifying party and giving by the claimant or the plaintiff of an unconditional release of the indemnified party shall have mutually agreed Party from all liability with respect to the retention of such counsel action or (ii) involves the named parties to imposition of equitable remedies or the imposition of any material obligations on such indemnified Party other than financial obligations for which such indemnified Party will be indemnified hereunder. As long as the indemnifying Party is contesting any such proceeding (including action in good faith and on a timely basis, the indemnified Party shall not pay or settle any impleaded parties) claims brought in such action without the prior written consent of the indemnifying Party. Notwithstanding the assumption by the indemnifying Party of the defense of any action as provided in this Section 17.4, the indemnified Party shall be permitted to participate in the defense of such action and to employ counsel at its own expense; provided, however, that if the defendants in any action shall include both an indemnifying Party and any indemnified Party and such indemnified Party shall have reasonably concluded that counsel selected by indemnifying Party has a potential conflict of interest because of the availability of different or additional defenses to such indemnified Party, such 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 and Party, it being understood, however, that 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 the reasonable fees and expenses of more than one separate firm of attorneys at any settlement time for all indemnified parties (in addition to local counsel) in such action or group of related actions. If the indemnifying Party shall fail to notify the indemnified Party of its desire to assume the defense of any proceeding effected without its written consent but if settled with such consent action within the prescribed period of time, or if there be a final judgment for shall notify the plaintiffindemnified Party that it will not assume the defense of any such action, then the indemnified Party may assume the defense of any such action, in which event it may do so acting in good faith in such manner as it may deem appropriate, and 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 Party shall be entitled to the benefits of the indemnification contained bound by any determination made in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch action.

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 Section 8.3) unless 7.1 or 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 provisions of this Article VIIISection 7.1 or 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, 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) in such indemnified party's reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party and shall not assume the indemnified party shall have mutually agreed to the retention defense 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 claim but also 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 (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 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 settlement claim, action, suit, investigation or judgmentproceeding. A successor by law An indemnified party will not 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 it is then seeking (or thereafter seeks) indemnification hereunder, in each case without the prior written consent of the parties to this Agreement indemnifying party (which consent shall not be entitled unreasonably withheld or delayed). Notwithstanding anything to the benefits contrary set forth herein, and without limiting any of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination rights set forth above, an indemnified party hereunder will have the right to retain, at its own expense, counsel with respect to the defense of this Agreementa claim.

Indemnification Procedure. Any person obligated If a Party intends to provide claim indemnification under this Article VIII ("9, such indemnified Party shall promptly notify the other Party of any Third Party Claim in respect of which the indemnified Party intends to claim such indemnification, and the indemnifying party" for Party shall have a first opportunity to assume the purpose of this Section 8.3) sole defense thereof with counsel selected by the indemnifying Party. The indemnified Party shall not have the right to retain its own counsel and participate fully in the defense, with the fees and expenses to be liable under paid by the indemnification provisions of this Article VIII indemnified Party; provided, however, that the indemnifying Party shall have no obligations with respect to any claim made against a party entitled to indemnification under this Article VIII ("Losses resulting from the indemnified party" for Party’s settlement of such Third Party Claim without the purpose prior written consent of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing Party. The failure or delay to deliver notice to the indemnifying Party, 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 commencement of any such claim proceeding, if irreparably prejudicial to the indemnifying Party’s ability to defend such proceeding, shall not relieve the indemnifying party from Party of any and all liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to 9. The indemnified Party shall cooperate fully with the extent that the failure to notify results indemnifying Party and their legal representatives in the failure investigation of actual notice any loss, claim, damage, or liability covered by this indemnification, and shall mitigate such loss and damages. Any amount payable in order to satisfy an indemnity hereunder shall be paid as soon as reasonably possible after the indemnified Party has incurred an indemnified expense and notified 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 Party 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 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 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 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 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 Holders in the case of the Holders) 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 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 provisions 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 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 provisions 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 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 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 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.