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 provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

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

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 above or Section 9.1.4 above of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification 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 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 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 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 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 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 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 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 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 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 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. A successor by law Any other provision of this Article 11 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

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

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

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

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

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

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

Indemnification Procedure. Any person obligated to provide 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 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 Where one Party has indemnified the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to other against any claim made against or legal action pursuant to Section 6.14,12.1 or 12.2, indemnification shall be conditioned on compliance with the procedure outlined below: (a) Provided that prompt notice is given of a party entitled to claim or suit for which 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 VIIImight be claimed, except to the extent that the failure to notify results in provide such notice does not actually and materially prejudice the failure interests of actual the party to whom such notice is to be provided, the indemnifying party promptly will defend, contest, or otherwise protect against any such claim or suit at its own cost and such expense. Such notice shall describe the claim or suit in reasonable detail and shall indicate the amount (estimated, if necessary) of the loss that has been or may be suffered by the indemnified party. (b) The indemnified party may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party is damaged solely shall be entitled to control the defense unless the indemnified party has relieved the indemnifying party from liability with respect to the particular matter, provided that the indemnifying party may only settle or compromise the matter subject to indemnification without the consent of the indemnified party if such settlement includes a complete release of all indemnified parties as to the matters in dispute and provided further that the indemnified party will not unreasonably withhold consent to any settlement or compromise that requires its consent. (c) In the event the indemnifying party fails to timely defend, contest, or otherwise protect against any such claim or suit, the indemnified party may, but will not be obligated to, defend, contest, or otherwise protect against the same, and may make any compromise or settlement thereof and recover the entire costs thereof from the indemnifying party, including reasonable attorneys’ fees, disbursements and all amounts paid as a result of failure to give such notice. In case any such action is brought against claim or suit or the indemnified partycompromise or settlement thereof; provided, however, that if the indemnifying party will be entitled to participate, at its own expense, in undertakes 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 thereofsuch matter, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and not be entitled to recover from the indemnifying party will not be liable to for its costs incurred in the defense thereof other than the reasonable costs of investigation undertaken by the indemnified party and reasonable costs of providing assistance. (d) The indemnified party shall cooperate and provide such assistance as the indemnifying 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 matter subject to indemnification and in connection with recovering from any third parties amounts that the indemnifying party and the may pay or be required to pay by way of indemnification hereunder. The indemnified party shall have mutually agreed take commercially reasonable steps to the retention of such counsel or (ii) the named parties protect its position with respect to any such proceeding (including any impleaded parties) include both matter that may be the indemnifying party and the indemnified party and representation subject of both parties by indemnification hereunder in the same counsel manner as it 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 similar matter where no indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementis available.

Indemnification Procedure. Any person obligated to provide In the event that any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or Section 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; PROVIDED, HOWEVER, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification 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 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 Promptly after receipt by an indemnified party under this Article VIII ("Section 9 of notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party" for the purpose of party under this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless 9, notify such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of that action; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses); and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom otherwise than under this Section 9. If any such action is shall be brought under against an indemnified party, and it shall notify the indemnification provisions of this Article VIIIindemnifying party thereof, except the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, of such action with counsel satisfactory to the indemnified party named in (which counsel shall not, except with the actionwritten consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by itexcept as provided herein, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Section 9 for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the indemnifying party and employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 9(a) or such Sales Agent in the case of a claim for indemnification under Section 9(b), (ii) such indemnified party shall have mutually agreed been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the retention of such counsel indemnifying party, or (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action; provided, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing by such Sales Agent if the indemnified parties under this Section 9 consist of any Sales Agent Indemnified Party or by the Company if the indemnified parties under this Section 9 consist of any Company Indemnified Parties. Subject to this Section 9(c), the amount payable by an indemnifying party under Section 9 shall include, but not be limited to, (i) reasonable legal fees and expenses of counsel to the indemnified party and representation any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (ii) all amounts paid in settlement of both any of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 9 (whether or not the indemnified parties by the same counsel would be inappropriate due to are actual or potential differing interests between themparties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. The Subject to the provisions of the following sentence, no indemnifying party shall not be liable for any settlement of any proceeding pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such its written consent, if its consent has been unreasonably withheld or delayed or if there be a final judgment for the plaintiffplaintiff in any such matter, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by law such indemnifying party of the parties request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to this Agreement such settlement being entered into, and (iii) such indemnifying party shall be entitled not have reimbursed such indemnified party in accordance with such request prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated (i) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party (but in no event later than ten (10) days after receipt of such notice), such Indemnified Party will, if a claim is to provide indemnification under this Article VIII ("be made against any indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII party with respect to any claim made against a party entitled such action, give notice 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 commencement of such service on any designated agent)claim, but the failure to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from of any liability which that it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIany Indemnified Party, except to the extent that the failure to notify results in indemnifying party demonstrates that the failure defense of actual notice to such action is materially prejudiced by the indemnifying party and such indemnifying party is damaged solely as a result of party’s failure to give such notice. In case any such action is brought against the indemnified party, the . (ii) The indemnifying party will be entitled to participateparticipate in such proceeding and, at its own expense, in to the defense thereof. The indemnifying party also shall be entitled extent that it wishes to assume the defense thereof, of such proceeding with counsel reasonably satisfactory to the party named in the action. After Indemnified Party and, after notice from the indemnifying party to the indemnified party Indemnified Party of the indemnifying party's its election to assume the defense thereofof such proceeding, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not not, as long as it diligently conducts such defense, be liable to such party under this Agreement the Indemnified Party for any legal fees of other counsel or any other expenses with respect to the defense of such proceeding subsequently incurred by such party independently the Indemnified Party in connection with the defense thereof other than of such proceeding. In connection with any indemnification, the Indemnified Party will cooperate with all reasonable costs requests of investigation, unless (i) the indemnifying party, and will be reimbursed all of its reasonable out-of-pocket expenses incurred in such cooperation. (iii) A claim for indemnification for any matter not involving a third-party and the indemnified party shall have mutually agreed claim may be asserted by prompt written notice to the retention of such counsel or (ii) the named parties party from whom indemnification is sought, subject to any such proceeding limitations contained in this Agreement. (including any impleaded partiesiv) 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 amount of any proceeding effected without its written consent but if settled with such consent Losses that are subject to indemnification, compensation 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 reimbursement under this Agreement shall be entitled reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (“Third-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after receiving such payment) pay to the benefits Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses to the same extent such Party would if such Losses were not subject to indemnification, compensation or reimbursement hereunder. (v) The amount of any Losses that are subject to indemnification, payment or reimbursement under this Agreement shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Losses by the Indemnified Party. The Indemnified Party shall be deemed to have “actually realized” a Tax benefit to the extent that, and at such time as, the amount of Taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of Taxes that such Persons would have been required to pay but for the Tax benefit. If a Tax benefit is actually realized by an Indemnified Party with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after such Tax benefit is actually realized) pay to the Indemnifying Party an amount equal to such actually realized Tax benefit or, if it is a lesser amount, the amount of such previously indemnified Losses. If a Tax benefit is reasonably available to an Indemnified Party in connection with any such Losses, the Indemnified Party shall use commercially reasonable efforts to cause such Tax benefit to be actually realized. (vi) Notwithstanding anything in this Agreement to the contrary, in no event shall Buyer or Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party under Section 11, or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that are punitive, incidental, consequential, special or indirect, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, diminution of value and any damages based on any type of multiple, in each case, in any way arising out of or relating to this Agreement or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise). (vii) Notwithstanding anything to the contrary herein, no party hereto shall be liable under Section 11 or otherwise for any Losses based upon or arising out of any inaccuracy in or breach of any of the indemnification representations, warranties or covenants of such party contained in this Article VIII. The Agreement if another party had actual knowledge of such inaccuracy or breach prior to the Closing Date. (viii) To the extent a party discharges any claim for indemnification provisions hereunder, such party shall be subrogated to all rights of the Indemnified Party against third parties. (ix) For the purposes of calculating the amount of Losses under Section 11 related to a breach of a representation or warranty, any qualification as to materiality, or “Material Adverse Effect” contained in this Article VIII Agreement shall survive any termination of be disregarded. (x) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Agreement, the Indemnifying Party shall satisfy its obligations within 10 Business Days of such final, non-appealable adjudication. (xi) All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by law.

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 to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for ARTICLE V of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this ARTICLE V, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of obligations to indemnify contained in this Article VIII, except ARTICLE V to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from the indemnified indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The indemnifying party also shall be entitled extent that it may wish to assume the defense thereof; provided, with however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, based on the opinion of counsel reasonably satisfactory to the indemnifying party, that there is a conflict of interest between the positions of the indemnifying party named and the indemnified party in conducting the defense of any such action, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence in Section 5.6(b) above (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel where counsel is reasonably necessary, approved by such indemnifying party (such approval not to be unreasonably withheld) representing all of the indemnified parties who are parties to such action), or (ii) the indemnifying party shall not have counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. The indemnified party shall use reasonable efforts to cooperate with the indemnifying party in connection with any settlement negotiation or defense of any proceeding effected without its written consent but if settled with such consent action or if there be a final judgment claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. Following indemnification as provided for the plaintiffhereunder, the indemnifying party agrees shall be subrogated to indemnify all rights of the indemnified party from and against any loss with respect to all third parties, firms or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled corporations relating to the benefits of the matter for which indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhas been made.

Indemnification Procedure. Any person obligated to provide If either Party is seeking indemnification under this Article VIII Section 13.1 ("indemnifying party" for Indemnification by Ionis) or Section 13.2 (Indemnification by Otsuka) (the purpose of this Section 8.3“Indemnified Party”), then it will inform the other Party (the “Indemnifying Party”) 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 Third Party Claim giving rise to such indemnification obligations within [***] after receiving written notice of the claim shall have been served upon Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify a Third Party Claim will 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 Indemnifying Party’s indemnification provisions of this Article VIII, 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 Indemnifying Party will have been actually prejudiced as a result of such failure or delay to give such notice). In case The Indemnifying Party will have the right to assume the defense of any such action Third Party Claim for which it is brought against obligated to indemnify the indemnified partyIndemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the indemnifying party Indemnifying Party’s cost and expense. The Indemnified Party will be entitled have the right to participate, at with counsel of its own expensechoice, in the defense thereof. The indemnifying party also shall of any Third Party that has been assumed by the Indemnifying Party, which participation will be entitled at the Indemnified Party’s expense unless (a) the Indemnifying Party has agreed to assume pay such fees and expenses, or (b) the defense thereofIndemnified Party has been advised by counsel that there are actual or potential conflicting interests between the Indemnifying Party and the Indemnified Party, with counsel satisfactory including situations in which there are one or more legal defenses available to the party named in the action. After notice Indemnified Party that are different from the indemnifying party or additional to those available to the indemnified party of Indemnifying Party. Neither Party will have the indemnifying party's election obligation to assume indemnify the defense thereofother Party in connection with any settlement made without the Indemnifying Party’s written consent, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party which consent will not be liable to such party under this Agreement for unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit any legal fault or other expenses subsequently incurred by such party independently in connection with negligence on the defense thereof other than reasonable costs part of investigationthe Indemnified Party, unless (i) or impose any obligation on, or otherwise adversely affect, the indemnifying party and Indemnified Party, without the indemnified party shall have mutually agreed Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the retention application of Section 13.1 (Indemnification by Ionis) or Section 13.2 (Indemnification by Otsuka) as to any Third Party Claim, then, pending resolution of the dispute pursuant to Article 15 (Dispute Resolution; Governing Law), then the Parties may conduct separate defenses of such counsel Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 13.1 (Indemnification by Ionis) or Section 13.2 (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 Indemnification 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 plaintiffOtsuka), 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 as applicable, upon resolution 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 Agreementunderlying Third Party Claim.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an Indemnified Person or Indemnified Party under this Article VIII Section 6 of notice of the commencement of any action ("including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party" for the purpose of party under this Section 8.3) shall not be liable under 6, deliver to the indemnification provisions indemnifying party a written notice 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 commencement thereof, and the indemnifying party shall have notified the right to participate in, and, to the extent the indemnifying party in writing within a reasonable time after the summons or so desires, jointly with any other first legal process giving information indemnifying party similarly noticed, to assume control 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 defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that 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 not be entitled to assume such defense and an Indemnified Person or Indemnified Party shall have the defense thereof, right to retain 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 indemnifying party, if, in the reasonable opinion of any additional counsel retained by itthe indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party 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 conflicts of interest between themsuch Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding or the actual or potential defendants in, or targets of, any such action include both the Indemnified Person or the Indemnified Party and the indemnifying party and any such Indemnified Person or Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Person or Indemnified Party which are in conflict with those available to such indemnifying party. The indemnifying party shall not be liable pay for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment only one separate legal counsel for the plaintiffIndemnified Persons or the Indemnified Parties, as applicable, and such legal counsel shall be selected by Investors who Beneficially Own a majority-in-interest of the Registrable Securities included in the Registration Statement to which the Claim relates, if the Investors are entitled to indemnification hereunder, or by the Company, if the Company is entitled to indemnification hereunder, as applicable. The failure to deliver written notice to 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 within a reasonable time of the parties to this Agreement commencement of any such action shall be entitled not relieve such indemnifying party of any liability to the benefits of Indemnified Person or Indemnified Party under this Section 6, except to the indemnification contained extent that the indemnifying party is actually prejudiced in this Article VIIIits ability to defend such action. The indemnification provisions contained in required by this Article VIII Section 6 shall survive any termination be made by periodic payments of this Agreementthe amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

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 to provide indemnification under this Article VIII ("indemnifying party" for Each indemnified party shall promptly after the purpose receipt of this Section 8.3) shall not be liable under notice of the indemnification provisions commencement of this Article VIII with respect to any claim made action 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 in respect of which indemnity may be sought from an indemnifying party on account of an indemnity agreement contained in this Article 10, 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; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission to so notify the indemnifying party of any such claim shall not relieve the indemnifying party from any other liability which it may have to the such 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 noticeparty. In case any such action is shall be brought against any indemnified party and it shall notify any indemnifying party of the indemnified partycommencement thereof, the indemnifying party will shall be entitled to participateparticipate therein and, at its own expenseto the extent that it may wish, in the defense thereof. The jointly and with any other indemnifying party also shall be entitled similarly notified, to assume the defense 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 the defense thereof, the indemnifying party shall be responsible for any reasonable legal or other expenses subsequently actually incurred by the indemnifying party in connection with the defense thereof; provided further, that if any indemnified party shall bear have reasonably concluded that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Article 10, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, and such indemnifying party shall be required to reimburse such indemnified party and any person controlling such indemnified party for that portion of the reasonable fees and expenses of any additional counsel retained by it, and the indemnifying indemnified party will not be liable that are related to such party under different or additional defenses, but not for matters that are beyond the scope of the indemnity agreement provided in this Agreement for any legal or other expenses subsequently incurred by Article 10; and provided further, that no such party independently in connection with action shall be settled without the defense thereof other than reasonable costs consent of investigation, unless (i) the indemnifying party and the indemnified party, which consent neither 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 Agreementunreasonably withhold.

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

Indemnification Procedure. Any person obligated 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 (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 have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action, or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. (b) No indemnifying party shall, without the prior express written consent of the indemnified party, consent to any judgment or effect any settlement of any pending or threatened action, suit or proceeding effected without its written consent but if settled with in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such consent or if there be a final judgment for the plaintiffindemnified party, the indemnifying party agrees to indemnify the unless such settlement includes an unconditional release of such indemnified party from and against any loss or all liability by reason on claims that are the subject matter of such settlement action, suit 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 Agreementproceeding.

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 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 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 <Page> 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 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 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 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 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 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 8.38.4) 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 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 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 t he 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 herein, 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 30 days of receipt of notice of such action, 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 to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of indemnity agreement contained in this Article VIIISection 3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party notifies an indemnifying party thereof and seeks or intends to seek indemnity from such indemnifying party, the such indemnifying party will be entitled to participateparticipate in, at and to the extent that it may determine, jointly with all other indemnifying parties similarly notified, to assume, the defense thereof with counsel reasonably satisfactory to such indemnified party; provided that, if the defendants in any such action include both such indemnified party and such indemnifying party and such indemnified party shall have reasonably concluded that there may be a conflict between its own expenseposition and the position of such indemnifying party with respect to the conduct of the defense of any such action or that there may be legal defenses available to it that are different from or additional to those available to such indemnifying party, in each case, such indemnified party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense thereofof such action on behalf of such indemnified party. The Upon receipt of notice from such indemnifying party also shall be entitled of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the of such action and approval by such indemnified party of the such indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such indemnified party under this Agreement Section 3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than of such action; provided that the reasonable costs fees and expenses of investigation, unless (i) counsel of such indemnified party shall be at the expense of such indemnifying party and the if (A) such indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of preceding sentence (it being understood that such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any settlement of any proceeding effected without its written consent but if settled with local counsel) for all indemnified parties who are parties to such consent action) or if there be a final judgment for the plaintiff, the (B) such indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) indemnified party shall not no ------------------------- be liable under the indemnification provisions of this Article VIII indemnity agreement with respect to any claim made against a an indemnified party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified indemnifying party shall have be notified the indemnifying party in writing of the nature of the claim 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 assertion thereof. The failure to so notify the such indemnifying party of any such claim shall not relieve the indemnifying party it from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions otherwise then on account of this Article VIII, except indemnity agreement. An indemnifying party shall be entitled to the extent that the failure to notify results participate at its own expense in the failure defense of actual such claim or if it so elects within a reasonable time after receipt such notice to assume the indemnifying party defense of such claim which defense shall be conducted by counsel chosen by it and such indemnifying party is damaged solely as a result of failure reasonably satisfactory to give such notice. In case any such action is brought against the indemnified party, defendant or defendants in any suit so brought; provided, however, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall not be entitled to assume the defense thereof, with counsel satisfactory of such claim if such indemnified party reasonably objects to such assumption on the ground that there may be legal defenses available to such indemnified party named different from or in addition to those available to such indemnifying party. 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 retains such counsel the indemnified party defendant or defendants shall bear the fees and expenses of any additional counsel thereafter retained by itsuch indemnified party. However, and in 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 event that 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 action (including any impleaded parties) include both the indemnifying party Company or controlling persons thereof and the indemnified party Investor and representation of both all parties by the same counsel would be inappropriate due to actual or potential differing interests between among them. The indemnifying party , then the Investor 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 have the right to obtain separate counsel and the Company shall reimburse the Investor for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from reasonable fees and against any loss or liability by reason expenses 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 Agreementcounsel.

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

Indemnification Procedure. Any person obligated to provide ------------------------- indemnification under this Article VIII 8 ("indemnifying party" for the purpose of this Section 8.3) 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 8.3) 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 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, thereof with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII8. The indemnification provisions contained in this Article VIII 8 shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification 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 A party entitled to indemnification under this Article VIII Agreement must ("indemnified party" for the purpose of this Section 8.3i) unless such indemnified party shall have notified give 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 written notice of any such service on any designated agent), but claim to avoid actual prejudice provided that the failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it the indemnifying party may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIhereunder, except to the extent that such failure is prejudicial to the failure to notify results in the failure defense of actual notice to any claims; (ii) afford the indemnifying party full and complete control over the defense of any such claim so long as the indemnifying party is damaged solely as a result of failure promptly undertakes such defense to give such notice. In case any such action is brought against avoid actual prejudice to the indemnified party with competent counsel reasonably acceptable to 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 thereofand under any settlement, 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 entitled to commit the indemnified party to the payment of any proceeding effected without its written consent but if settled with such consent or if there monetary amounts that will not be a final judgment for paid by the plaintiff, indemnifying party; (iii) the indemnifying party agrees shall not enter into any settlement or compromise, or consent to indemnify the entry of any judgment, that includes, or in connection with which the indemnified party from would be required to incur or admit liability, obligation, or culpability without the indemnified party’s advance written consent; and against (iv) the indemnified party provides reasonable cooperation to the indemnifying party in the defense of any loss such claim, at the cost and expense of the indemnifying party. If the indemnifying party fails to assume the defense of a claim subject to indemnification under this Agreement within 15 days of the indemnified party’s notice thereof, or liability by reason if within such 15-day period actual prejudice may occur if action is not taken, then at the indemnifying party’s cost and expense, the indemnified party may undertake the defense or settlement of such settlement claim. Notwithstanding any other provision herein or judgment. A successor by law of the parties to this Agreement shall be entitled otherwise to the benefits contrary, the obligations of the indemnification contained in Thycotic and Licensee under this Article VIII. The indemnification provisions contained in this Article VIII Section 11 shall survive any termination of this AgreementAgreement indefinitely and shall be without dollar limit.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIII, except Section 7.3 or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it elects by delivering a written notice to the indemnified party promptly after notification from such indemnified party of any such action, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by such indemnifying party representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. Notwithstanding the provisions of this Section 7.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement in excess of the amount of net proceeds received by the Purchaser from the sale of the Shares. (c) In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding effected without its written consent but if settled with in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such consent or if there be a final judgment for the plaintiffindemnified party, the indemnifying party agrees to indemnify the unless such settlement includes an unconditional release of such indemnified party from and against any loss or all liability by reason on claims that are the subject matter 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 Agreementproceeding.

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. 3 of 11 In case the event any indemnified party is entitled to indemnification hereunder based upon a claim asserted by a third party, the indemnifying party shall be given prompt notice thereof, in reasonable detail. The failure to so notify the indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any indemnification with respect to any Loss that occurred as a result of the failure of such person to give such notice. The indemnifying party shall have the right (without prejudice to the right of any indemnified party to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice to the indemnified party of its intention to do so not later than twenty days following notice of the claim to the indemnifying party or such shorter time period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party; provided, however, that if the defendants in any action is brought against shall include both an indemnifying party and an indemnified party and the indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. If the indemnifying party will does not so choose to defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to participateindemnification hereunder, at its own expense, in then the defense thereof. The indemnifying indemnified party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice recover from the indemnifying party to party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the indemnified party defense of such claim. Notwithstanding the assumption of the defense of any claim by an indemnifying party's election party pursuant to assume the defense thereofthis paragraph, the indemnified party shall bear have the fees and expenses right to approve the terms of any additional counsel retained by it, and the indemnifying party will settlement of a claim (which approval shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless unreasonably withheld). (ib) the The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have mutually agreed an obligation of good faith dealing, one to the retention other, so as not to unrea­sonably expose the other to an undue risk of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the loss. The indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred by it in connec­tion with such cooperation. Except for fees and expenses for which indemnification is provided pursuant to Section 3.4, and as provided in the benefits preceding sentence, each party shall bear its own fees and expenses incurred pursuant to this paragraph (b). 4 of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.11 3.5

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII subsection ("indemnifying party" for a) or (b) above 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 shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought 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 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 indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, Section 7 except to the extent that the it has been prejudiced in any material respect by such 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 noticeor from any liability which it may otherwise have). In case any such action is brought against the any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate therein, at its own expenseand to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding 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 thereofforegoing, the indemnified party or parties shall bear have the right to employ its or their own counsel in any such case, but the fees and expenses of any additional such counsel retained shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing 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 parties 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 action, (ii) the named indemnifying parties shall not have employed counsel to take charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have concluded, upon the advice of counsel, that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct such different or additional defenses on behalf of the indemnified party or parties, but shall retain the right to direct any common defenses) in any of which events such proceeding (including any impleaded fees and expenses of counsel shall be borne by the indemnifying parties) include both ; provided, however, that the indemnifying party and under subsection (a) or (b) above, shall only be liable for the legal expenses of one counsel (in addition to any local counsel) for all indemnified party and representation of both parties by in each jurisdiction in which any claim or action is brought. Anything in this subsection to the same counsel would be inappropriate due to actual or potential differing interests between them. The contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any proceeding claim or action effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementconsent.

Indemnification Procedure. Any person obligated 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 any 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 any 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 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 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 Borrowers to such indemnified party under this Agreement Section 10.1.5, 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 any 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 those available to any such proceeding (including any impleaded parties) include both the indemnifying party and Borrower(s), 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 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 <Page> 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

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 independentlyin 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.or

Indemnification Procedure. Any person obligated to provide party seeking indemnification under this Article VIII Agreement ("indemnifying party" for the purpose of this Section 8.3“indemnitee”) shall not be liable under promptly and timely notify the party against which the indemnification provisions of this Article VIII with respect to any claim is made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3“indemnitor”) unless such indemnified party shall have notified the indemnifying party and its legal counsel in writing within of the existence of any claim, liability, suit, demand or other matter to which indemnitor asserts that claims indemnification obligations apply including in such notice reasonable specificity as to the nature and amount of indemnitee’s claim, and shall give indemnitor a reasonable time after opportunity to defend (including the summons right to compromise, adjust or other first legal process giving information of settle) 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, same at its own expense, with counsel of its own selection, in the name of the Business or otherwise, as indemnitor elects; provided that the indemnitor proceeds in good faith, expeditiously and diligently; and further provided indemnitee, at all times, has the right to participate fully in the defense thereofat indemnitee’s own expense. The indemnifying party also shall be entitled If, within thirty (30) days or such lesser period of time after written notice as is specified in such notice and is reasonable under the circumstances the indemnitor fails to assume defend, indemnitee has the right, but not the obligation to undertake the defense thereofof, 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 thereofand compromise or settle, the indemnified party shall bear the fees and expenses of any additional counsel retained by itclaim or other matters on behalf of, and for the indemnifying party will not be liable account and at the risk of indemnitor, if indemnitor would have the responsibility to such party indemnify under this Agreement for any legal or other expenses subsequently incurred section. If the claim is one that cannot by such party independently in connection with its nature be defended solely by indemnitor without the defense thereof other than reasonable costs assistance of investigationindemnitee, unless indemnitee shall make available all information and assistance (iat indemnitor’s expense) 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 Agreementthat indemnitor may reasonably request.

Indemnification Procedure. Any person obligated An indemnified party shall provide written notice to provide each indemnifying party of any claim of such indemnified party for indemnification under this Article VIII ("Agreement promptly after the date on which such indemnified party has actual knowledge of the existence of such claim. Such notice shall specify the nature of such claim in reasonable detail and the indemnifying party" parties shall be given reasonable access to any documents or properties within the control of the indemnified party as may be useful in the investigation of the basis for such claim. The failure to so notify the purpose indemnifying parties shall not constitute a waiver of this Section 8.3) such claim but an indemnified party shall not be liable under the entitled to receive any indemnification provisions of this Article VIII with respect to any losses that occurred directly as a result of the failure of such indemnified party to give such notice. 10 11 i. In the event any indemnified party seeks indemnification hereunder based upon a claim made against asserted by a third party, the indemnifying parties shall have the right (without prejudice to the right of any indemnified party entitled to indemnification under this Article VIII participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice of its intention to do so no later than twenty ("20) days following notice thereof by an indemnified party" for party or such shorter time period as required so that the purpose interests of this Section 8.3) unless the indemnified party would not be materially prejudiced as a result of its failure to have received such notice; provided, however, that, if the indemnified party shall have notified the indemnifying party in writing within reasonably concluded that separate counsel is required because a reasonable time after the summons or other first legal process giving information conflict of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification 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 thereofinterest would otherwise exist, the indemnified party shall bear have the right to select separate counsel (but not more than one law firm together with local counsel, if necessary) to participate in the defense of such action on its behalf, at the expense of the indemnifying party. If the indemnifying party does not so choose to defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party shall be entitled to recover from the indemnifying party, all of the reasonable attorney's fees and other costs and expenses of litigation of any additional counsel retained nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the defense of any claim by it, and the an indemnifying party will not be liable pursuant 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 investigationparagraph, unless (i) the indemnifying party and the indemnified party shall have mutually agreed the right to approve the retention terms of such counsel or any settlement of a claim (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 approval shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent unreasonably delayed 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 Agreementwithheld).

Indemnification Procedure. Any person obligated (a) The indemnified party shall give the indemnifying party prompt written notice of any Losses or discovery of fact upon which such indemnified party intends to provide base a request for indemnification under Section 8.02, but in no event shall the indemnifying party be liable to the extent such Losses result from any delay in providing such notice. Each claim notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The indemnified party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a party, its Affiliates or their respective directors, officers, employees and agents shall be made solely by such party to this Agreement. (b) The obligations of an indemnifying party under this Article VIII 8 with respect to Losses arising from claims of any third party that are subject to indemnification as provided for in Section 8.02 (a "Third-Party Claim") shall be governed by and be contingent upon the following additional terms and conditions: (i) at its option, the indemnifying party may assume the defence of any Third-Party Claim by giving written notice to the indemnified party within 30 days after the indemnifying party" for 's receipt of a claim notice as described in paragraph (a) above. The assumption of the purpose defence of this Section 8.3) a Third-Party Claim by the indemnifying party 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 construed as an acknowledgment that the indemnifying party is liable to indemnify any indemnified party in writing within a reasonable time after the summons or other first legal process giving information respect of the nature of the claim Third-Party Claim, nor 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 it constitute a waiver by the indemnifying party of any such defences it may assert against any indemnified party's claim shall not relieve for indemnification. Upon assuming the defence of a Third-Party Claim, 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 appoint as lead counsel in the failure defence of actual notice to the Third-Party Claim any legal counsel selected by the indemnifying party and such indemnifying approved by the indemnified party is damaged solely as a result of failure to give such noticewhich approval shall not be unreasonably withheld. In case any such action is brought against the indemnified party, event the indemnifying party will be entitled to participate, at its own expense, in assumes 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 defence of the indemnifying party's election to assume the defense thereofa Third-Party Claim, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and immediately deliver to the indemnifying party will all original notices and documents (including court papers) received by any indemnified party in connection with the Third-Party Claim. Should the indemnifying party assume the defence of a Third-Party Claim, the indemnifying party shall not be liable to such the indemnified party under this Agreement or any other indemnified party for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable analysis, defence or settlement of the Third-Party Claim. The foregoing sentence notwithstanding, in the event that it is ultimately determined that the indemnifying party is not obligated to indemnify, defend or hold harmless an indemnified party from and against the Third-Party Claim, the indemnified party shall reimburse the indemnifying party for any and all costs and expenses (including attorneys' fees and costs of investigationsuit) and any Losses incurred by the indemnifying party in its defence of the Third-Party Claim with respect to such indemnified party; (ii) without limiting Section 8.03(b)(i), an indemnified party shall be entitled to participate in, but not control, the defence of such Third-Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the indemnified party's own expense 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 in writing, or (ii) the named parties indemnifying party has failed to assume the defence and employ counsel in accordance with Section 8.03(b)(i) (in which case the indemnified party shall control the defence); (iii) with respect to any such proceeding (including Losses relating solely to the payment of money damages in connection with a Third-Party Claim and that will not result in the indemnified party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any impleaded parties) include both manner, and as to which the indemnifying party and shall have acknowledged in writing the obligation to indemnify the indemnified party and representation hereunder, the indemnifying party shall have the sole right to consent to the entry of both parties by any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the same counsel would indemnifying party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third-Party Claims, where the indemnifying party has assumed the defence of the Third-Party Claim in accordance with Section 8.03(b)(i), the indemnifying party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the indemnified party (which consent shall not be inappropriate due to actual unreasonably withheld or potential differing interests between themdelayed). The indemnifying party shall not be liable for any settlement or other disposition of any proceeding effected a Loss by an indemnified party that is reached without its the written consent but if settled with such consent or if there be a final judgment for of the plaintiff, indemnifying party. Regardless of whether the indemnifying party agrees chooses to defend or prosecute any Third-Party Claim, no indemnified party shall admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the prior written consent of the indemnifying party; (iv) regardless of whether the indemnifying party chooses to defend or prosecute any Third-Party Claim, the indemnified party shall, and shall cause each other indemnified party to, cooperate in the defence or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to indemnifying party to, and reasonable retention by the indemnified party of, records and information that are reasonably relevant to such Third-Party Claim, and making indemnified parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the indemnifying party shall reimburse the indemnified party for all its reasonable out-of-pocket expenses in connection therewith; and (v) except as provided above, the costs and expenses, including fees and disbursements of counsel, incurred by the indemnified party in connection with any claim shall be reimbursed on a calendar quarter basis by the indemnifying party, without prejudice to the indemnifying party's right to contest the indemnified party's right to indemnification and subject to refund in the event the indemnifying party is ultimately held not to be obligated 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 The member of the Indemnified Group seeking indemnification under this Article VIII Agreement (the "indemnifying party" for the purpose of this Section 8.3Indemnified Party") shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party of any fact upon which the Indemnified Party intends to base a claim for indemnification hereunder. Notice shall in all events be considered prompt if given (a) no later than 30 days after the Indemnified Party learns of the facts upon which it will claim such claim shall not relieve indemnification or (b) if earlier, in sufficient time to allow the indemnifying party from any liability to exercise its rights pursuant to this Section 10.2; PROVIDED, HOWEVER, that the failure to provide such notice of claims promptly (so long as notice of claims is given before the date on which it may have the applicable representation or warranty ceases to survive) shall not affect the indemnified obligations of the indemnifying 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 to the indemnifying party and such is prejudiced thereby. (Claims for which notice has been given meeting the above requirements are hereinafter referred to as "Notified Claims.") The indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against shall have the indemnified party, the indemnifying party will be entitled to participateright, at its own expensecost, to participate jointly in the defense thereofof any claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the defense of such claim. The If the indemnifying party also makes such an election, (x) it shall keep the Indemnified Party informed as to the status of such matter and shall send promptly copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; PROVIDED, HOWEVER, that the consent of the Indemnified Party to the settlement or disposition shall be entitled required if such settlement or disposition shall result in any liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld, and (z) the Indemnified Party shall have the right to assume participate jointly in the defense thereofof such claim, with counsel satisfactory but shall do so at its own cost not subject to reimbursement under Section 10.1. If the indemnifying party named does not elect to take over the defense of a claim, the Indemnified Party shall have the right to contest, compromise or settle such claim in the action. After notice from exercise of its reasonable judgment; PROVIDED, HOWEVER, that the consent of the indemnifying party to the indemnified party any compromise or settlement of such claim shall be required if such compromise or settlement shall result in any liability to 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 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 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 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 Each indemnified party shall give the indemnifying party prompt notice of any Claim for which indemnification is sought hereunder. The indemnifying party shall have the right to provide indemnification under this Article VIII ("control the defense and settlement of a Claim, provided the indemnifying party" for the purpose of this Section 8.3) party shall not be liable under the indemnification provisions of this Article VIII act reasonably and in good faith with respect to any claim made against a all matters relating to the settlement or disposition of the Claim, and the indemnified party entitled to indemnification under this Article VIII ("indemnified party" for shall reasonably cooperate in the purpose investigation, defense and settlement of this Section 8.3) unless such Claim. Any 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 to participate in, but failure not control, the defense and settlement of a Claim and to notify the indemnifying party employ separate legal counsel of any its own choice; provided, however, that such claim employment 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 be at the indemnified party, the indemnifying party will be entitled to participate, at its ’s 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 employment thereof has been specifically authorized by the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel party, or (ii) the named parties indemnifying party has failed to any assume the defense and employ counsel (in which case the indemnified party shall control the defense and settlement of such proceeding Claim); provided however that the defense or settlement under this Section 8.3 (including any impleaded partiesii) include both shall not act as a waiver of rights to indemnification and shall not excuse the indemnifying party from its obligations hereunder and, all reasonable costs and expenses incurred by the Party claiming indemnification shall be subject to indemnity by the indemnifying Party.. The costs and expenses, including reasonable fees and disbursements of counsel, incurred by any indemnified party and representation of both parties in connection with any Claim shall be reimbursed on a monthly basis 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 subject to refund in the event the indemnifying party is ultimately held not to be obligated to indemnify the indemnified party. Neither party from and against will enter into any loss settlement agreement that attributes fault or liability negligence to the other party, requires any payment by reason of such settlement the other party, or judgment. A successor by law restricts the future actions or activities of the parties to this Agreement other party, without the other party’s prior written consent, which 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 8.31) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a A party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of pursuant to this Section 8.39 (an "Indemnified Party") unless such indemnified party shall have notified provide written notice to the indemnifying party in writing within a reasonable time (the "Indemnifying Party") of any claim of such Indemnified Party for indemnification under this Subscription Agreement promptly after the summons or other first legal process giving information date on which such Indemnified Party has actual knowledge of the existence of such claim. Such notice shall specify the nature of such claim in reasonable detail and the claim Indemnifying Party shall have been served upon be given reasonable access to any documents or properties within the control of the Indemnified Party as may be useful or necessary in the investigation of the basis for such indemnified party (or after such party claim. The failure to so notify the Indemnifying Party shall have received notice not constitute a waiver 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 Indemnifying Party is materially prejudiced by such failure. (2) If any Indemnified Party seeks indemnification hereunder based upon a claim asserted by a third party, then the Indemnifying Party shall have the right (without prejudice to notify results the right of any Indemnified Party to participate at its expense through counsel of its own choosing) to defend such claim at its expense and through counsel of its own choosing (and reasonably acceptable to the Indemnified Party) if it gives written notice of its intention to do so no later than 20 days following notice thereof by an Indemnified Party; provided, however, that, if, in the failure reasonable opinion of actual notice counsel to the indemnifying party and such indemnifying party Indemnified Party, separate counsel is damaged solely as required because a result conflict of failure interest would otherwise exist, the Indemnified Party shall have the right to give such notice. In case any select separate counsel to participate in the defense of such action is brought against on its behalf, at the indemnified partyexpense of the Indemnifying Party; provided further, however, that the indemnifying party will be entitled Indemnified Party shall always have the right to participateselect separate counsel to participate in the defense of such action on its behalf, at its own expense. If the Indemnifying Party does not so choose to defend any such claim asserted by a third party for which any Indemnified Party would be entitled to indemnification hereunder, in then the defense thereof. The indemnifying party also Indemnified Party shall be entitled to assume recover from the Indemnifying Party all of the reasonable attorney's fees and other costs and expenses of litigation incurred in the defense thereofof such claim. It is understood that the Indemnifying Party shall not, in connection with counsel satisfactory to the party named any proceeding or related proceedings in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereofsame jurisdiction, the indemnified party shall bear in any case be liable for the fees and expenses of more than one separate firm (in addition to any additional counsel retained local counsel) for all Indemnified Parties. Notwithstanding the assumption of the defense of any claim by itan Indemnifying Party, and the indemnifying party will Indemnified Party shall have the right to approve the terms of any settlement of a claim (which approval shall not be liable to unreasonably withheld or delayed) if 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 settlement (i) does not include as an unconditional term the indemnifying party and giving by the indemnified party shall have mutually agreed claimant or the plaintiff to the retention of Indemnified Party a release from all liability in respect to such counsel claim or (ii) requires anything from the named parties Indemnified Party other than the payment of money damages which the Indemnifying Party has agreed 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 thempay in full. The indemnifying party Indemnifying Party shall not be liable for any settlement of any proceeding effected without its prior written consent but if settled with such consent (not to be unreasonably withheld 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 Agreementdelayed).

Indemnification Procedure. Any person obligated to provide indemnification Each party indemnified under this Article VIII paragraph ("indemnifying party" for the purpose e) or (f) of this Section 8.3) shall not be liable under 2.08 shall, promptly after receipt of notice of the indemnification provisions commencement of this Article VIII with respect to any claim made action 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 in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement thereof. The omission of the claim shall have been served upon such any indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to so notify the an indemnifying party of any such claim action shall not relieve the indemnifying party from any liability in respect of such action which it may have to the such indemnified party against whom such action is brought under on account of the indemnification provisions indemnity agreement contained in paragraph (e) or (f) of this Article VIIISection 2.08, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party was prejudiced by such omission, and such in no event shall relieve the indemnifying party is damaged solely as a result of failure from any other liability which it may have to give such noticeindemnified party. 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 shall be entitled to participateparticipate therein and, at its own expenseto the extent that it may desire, in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified, to assume the defense thereof, with counsel satisfactory to the party named in the action. After 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 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 paragraph (e) or (f) of this Agreement Section 2.08 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 investigationinvestigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to such indemnifying party, unless (i) the indemnifying party and in which event 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 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 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 expenses incurred in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementconnection with retaining separate legal counsel).

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.6 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 2.6, 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 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 of both or such indemnified parties shall have been advised by the same counsel would be inappropriate due to actual or potential differing that there are conflicting interests between them. The the indemnified parties and 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 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 holder 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 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 indemnifying party shall not have employed counsel reasonably satisfactory to any such proceeding the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (including any impleaded partiesiii) include both the indemnifying party and has authorized in writing the employment of counsel for the indemnified party and representation at the expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party. The An indemnifying party shall not be liable for required to indemnify any indemnified party against costs, expenses, losses, claims, damages or liabilities arising from or based upon settlement of any action or proceeding effected without its the indemnifying party’s prior written consent but if settled with such consent or if there which will 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 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 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 -28 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 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 ("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 VITI ("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 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) 28 include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII8. The indemnification provisions contained in this Article VIII 8 shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification 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 promptly 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 approved by the party named in the action, 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 cooperate fully with the Company and 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 is 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 An indemnified party under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) 12 shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability with respect to which it may have seeks indemnity hereunder. In the case of Client and its subsidiaries, Client, solely, shall provide to Capgemini any and all notices, and shall be the sole party to bring any and all claims on behalf of its Subsidiaries, with respect to indemnification hereunder. An 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 may participate, at its own expense, in the defense thereofof such claim. The An indemnifying party also shall be entitled to shall, except as provided below, assume the defense thereofof such claim, with and shall pay the fees and disbursements of counsel satisfactory related to the party named in the actionsuch proceeding. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereofIn any such proceeding, the any indemnified party shall bear have the right to retain its own counsel, but the fees and expenses expense 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 and the indemnified party shall have mutually agreed to the retention of such counsel counsel. An indemnifying party may, without the prior written consent of the indemnified party, effect a settlement of a pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party only if such settlement does not include a finding or admission of any violation of any law or regulation, and (i) the only form of relief in such settlement is the payment of money which is paid in full by the indemnifying party, (ii) such settlement will not have any adverse effect on any other claims that have been or may be made against the indemnified party, and (iii) such settlement includes an unconditional release of such indemnified party of all liability on claims that are the subject of such proceeding. An indemnified party may assume control of the defense of any claim: (i) if it irrevocably waives its right to indemnity under this Section 12, or (ii) the named parties to any such proceeding (including any impleaded parties) include both if the indemnifying party fails or refuses to timely assume the defense of such claim (in which case the indemnifying party shall be liable for all costs and expenses incurred by the indemnified party and representation in the defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themsuch claim). The An indemnifying party required to provide an indemnity to an indemnified party under this Section 12 shall not be liable have no obligation for any settlement of any proceeding effected without its written consent but claim under this Section 12 if settled with such consent or if there be a final judgment for the plaintiff, indemnified party fails to notify 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 claim as provided above, but only to the benefits extent that the defense of the indemnification contained in this Article VIIIsuch claim is actually prejudiced by such failure. The indemnification provisions contained in this Article VIII shall survive any termination For purposes of this AgreementSection 12, a "Subsidiary" of Client is an entity in which Client owns at least a 50% voting stake.

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 indemnified 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 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 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 third party action or proceeding against such indemnified party with respect to which a claim for indemnification may be made pursuant to this Article 4, 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 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 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 or judgmentdelayed. 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.V

Indemnification Procedure. Any person obligated A Party claiming indemnification (the “Indemnification Claimant”) shall provide to the Party from whom indemnification is sought (the “Indemnifying Party”), prompt written notice of the Claim alleged to give rise to the indemnification obligation pursuant to this Section 5. The Indemnification Claimant must provide the Indemnifying Party reasonable cooperation and assistance with the settlement and defense of such Claim at the cost and expense of the Indemnifying Party (provided that an Indemnified Party’s internal cost of such cooperation shall be at the Indemnified Party’s own expense); and (a) The failure to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) prompt notice 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 Indemnifying Party of liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except only to the extent that the failure Indemnifying Party is prejudiced thereby; (b) Upon receipt of an indemnification request, the Indemnifying Party shall notify the Indemnification Claimant whether (i) it accepts the indemnification claim and takes control of the defense and investigation of such Claim; or (ii) whether it rejects the indemnification claim; (c) If, no later than thirty (30) days after receiving the indemnification request, the Indemnifying Party has not accepted the indemnification claim, the Indemnification Claimant shall have the option to notify results in control the failure defense (with which Indemnified Party shall reasonably cooperate) and settle the claim, and thereafter seek indemnification and reimbursement of actual notice the costs and expenses relating to such defense from the indemnifying party Indemnifying Party; and (d) If the Indemnifying Party accepts the indemnification claims, the Indemnification Claimant shall provide the Indemnifying Party exclusive control over the defense and such indemnifying party is damaged solely as a result settlement of failure to give such notice. In case any such action is brought against Claim provided that no settlement involving a remedy other than monetary payment shall be entered into without the indemnified party, consent of the indemnifying party will be entitled to participateIndemnification Claimant. The Indemnification Claimant may, at its own cost and expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereofparticipate, 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 through its attorneys 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 Agreementotherwise.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) indemnified party shall not be liable under the indemnification provisions of this Article VIII indemnity agreement with respect to any claim made against a an indemnified party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified indemnifying party shall have be notified the indemnifying party in writing of the nature of the claim 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 assertion thereof. The failure to so notify the such indemnifying party of any such claim shall not relieve the indemnifying party it from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions otherwise then on account of this Article VIII, except indemnity agreement. An indemnifying party shall be entitled to the extent that the failure to notify results participate at its own expense in the failure defense of actual such claim or if it so elects within a reasonable time after receipt such notice to assume the indemnifying party defense of such claim which defense shall be conducted by counsel chosen by it and such indemnifying party is damaged solely as a result of failure reasonably satisfactory to give such notice. In case any such action is brought against the indemnified party, defendant or defendants in any suit so brought; provided, however, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall not be entitled to assume the defense thereof, with counsel satisfactory of such claim if such indemnified party reasonably objects to such assumption on the ground that there may be legal defenses available to such indemnified party named different from or in addition to those available to such indemnifying party. 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 retains such counsel the indemnified party defendant or defendants shall bear the fees and expenses of any additional counsel thereafter retained by itsuch indemnified party. However, and in 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 event that 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 action (including any impleaded parties) include both the indemnifying party Company or controlling persons thereof and the indemnified party Investor and representation of both all parties by the same counsel would be inappropriate due to actual or potential differing interests between among them. The indemnifying party , then the Investor 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 have the right to obtain separate counsel and the Company shall reimburse the Investor for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from reasonable fees and against any loss or liability by reason expenses 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 Agreementcounsel.

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 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.