Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Section 6 are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Regency Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrong doing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party’s prior written notice consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within […***…] after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within […***…] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle any such action or claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated A claim to indemnify which indemnification applies under Section 6.6(a) or Section 6.6(b) will be referred to herein as a “Claim”. If any Party (each, an “Indemnified Party”) intends to claim indemnification under this Section 6.6, the Indemnified Party will notify the other party under this Agreement Party (the “Indemnifying Party”) shall in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure to give notice). The Indemnifying Party will have the right, by written notice to the indemnified party, right to assume and control the defense of any claim such Claim at its own expense with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnified partyIndemnified Party, if representation of such approval Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflict of interests between such counsel and any other Party represented by such counsel in such proceedings. If the Indemnifying Party does not assume the defense of such Claim as aforesaid, the Indemnified Party may defend such Claim but will have no obligation to do so. The Indemnified Party will not settle or compromise any Claim without the prior written consent of the Indemnifying Party, and the Indemnifying Party will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnified Party’s interests, without the prior written consent of the Indemnified Party, which consent, in each case, will not be unreasonably withheld withheld, conditioned or delayed (provideddelayed. The Indemnified Party will reasonably cooperate with the Indemnifying Party, however, that the indemnified party’s approval shall not be required with respect to counsel designated by at the Indemnifying Party’s insurer); (ii) so long as expense, and will make available to the Indemnifying Party is conducting such defense with reasonable diligence, all pertinent information under the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified partyIndemnified Party, which information will be subject to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 5.

Indemnification Procedure. Any Promptly after any person entitled to indemnification under this Section 7 (the “Indemnified Party”) has received notice of or has knowledge of any claim against the Indemnified Party by a person not a party obligated to indemnify this Agreement (a “Third Person”) or the commencement of any action or proceeding by a Third Person, it shall give the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to of such claim or the indemnified party, to assume commencement of such action or proceeding; provided that no delay on the defense part of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If Indemnified Party in notifying the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will relieve the Indemnifying Party from any obligation hereunder unless, and approved by then solely to the indemnified partyextent that, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) Party is prejudiced thereby. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the Damages. The Indemnifying Party shall have right to defend, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party is conducting such defense with reasonable diligence, pursues the same in good faith and diligently. If the Indemnifying Party undertakes to defend or settle, it shall have promptly notify the right Indemnified Party of its intention to control said do so, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after limited to, furnishing the Indemnifying Party has given the written notice provided for above to the indemnified partywith any personnel, except if there is a conflict of interest between the parties with respect to such claim books, records or defense; and (iii) information reasonably requested by the Indemnifying Party shall have that are in the right, without Indemnified Party’s possession or control. Notwithstanding the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneyforegoing, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense any matter through counsel of such claim being defended by the Indemnifying Party its own choosing at the its own expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of unless there is a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of that prevents counsel for the Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is conducting entitled to indemnification hereunder, or fails to diligently pursue such defense, the Indemnified Party may undertake such defense thereof in accordance with this Agreement; or (ii) if a claim is covered by through counsel of its choice, at the cost and expense of the Indemnifying Party’s liability insurance, take and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or omit expenses incurred by the Indemnified Party in connection therewith. No party hereto, without the prior written consent of the other, shall settle, compromise or consent to take the entry of any action which would cause judgment with respect to any pending or threatened Claim unless the insurer settlement, compromise or consent (1) provides for and includes an express, unconditional release of all Indemnified Parties and Indemnifying Parties from all liabilities, claims, demands, actions and obligations in connection therewith and (2) does not to defend such claim or to disclaim liability in respect thereofprovide for any relief other than monetary relief.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Atlas Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Crosstex Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrong doing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article IX, such party obligated (the “Indemnified Party”) shall give written notice to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have of the right, by written notice facts and circumstances giving rise to the indemnified partyclaim. In that regard, if any Action, Liability or obligation shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article IX (a “Third-Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense of any claim thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to which the indemnified party is entitled to indemnification hereunderIndemnified Party and the payment of all necessary expenses. If the Indemnifying Party gives such written notice, (i) such elects to assume control of the defense shall be conducted by counsel selected by the Indemnifying of a Third-Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceClaim, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any employ counsel engaged separate from counsel employed by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to in any such claim or defense; action and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense thereof, but the fees and expenses of such claim being defended counsel employed by the Indemnifying Indemnified Party shall be at the expense of the indemnified party, but Indemnified Party unless the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall have be paid by the right to control such defense (Indemnifying Party. All claims other than in Third-Party Claims (a “Direct Claim”) may be asserted by the event Indemnified Party giving notice to the Indemnifying Party. Absent an emergency or other extenuating circumstance, the Indemnified Party shall give written notice to the Indemnifying Party of a conflict of interest between the parties with respect such Direct Claim prior to taking any material actions to remedy such claim or defense). Direct Claim. (b) In no event shall (i) the indemnified party settle Indemnified Party pay or enter into any settlement of any claim or consent to any judgment with respect to any Third-Party Claim without the prior written consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; (which consent shall not be unreasonably withheld, conditioned or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofdelayed).

Indemnification Procedure. Any party obligated Party entitled to indemnification under this Section (each an “Indemnified Party”) agrees to give the Party required to indemnify the other party under this Agreement such Party hereunder (the each an “Indemnifying Party”) shall prompt written notice of any Indemnity Claim as to which it intends to request indemnification hereunder. The Indemnifying Party will have the rightright to direct, by written notice to the indemnified partythrough counsel of its own choosing, to assume the defense or settlement of any claim with respect to which the indemnified party is entitled to indemnification hereunderIndemnity Claim at its own expense. The Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party gives fails to defend or, if after commencing or undertaking any such written noticedefense, (i) fails to prosecute or withdraws from such defense, the Indemnified Party will have the right to undertake the defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified partyor settlement thereof, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by at the Indemnifying Party’s insurer); (ii) so long as expense. If the Indemnified Party assumes the defense of any such Indemnity Claim pursuant to this section and proposes to settle such Indemnity Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party will give the Indemnifying Party is conducting such defense with reasonable diligence, prompt written notice thereof and the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall will have the right to participate in the settlement or assume or reassume the defense of such claim being defended by Indemnity Claim. Notwithstanding anything contained in this Section to the contrary, the Indemnifying Party at the expense of the indemnified partywill not, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the prior written consent of the Indemnifying Indemnified Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; (which consent will not be unreasonably withheld or (ii) if delayed), agree to a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take settlement of any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofIndemnity Claim.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Inergy Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense of defense or employ counsel reasonably acceptable to the indemnified party, but Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from those available to the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written notice consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to assume Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to which the indemnified party is entitled to indemnification hereunder. If claim and promptly provide the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected with copies of all correspondence and documents exchanged by the Indemnifying Indemnified Party and approved by the indemnified partyopposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such approval consent not to be unreasonably withheld or delayed (provided, however, that delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the indemnified party’s approval shall not be required with respect Indemnified Party for all documented Third Party Liabilities incident to counsel designated by the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting receipt of invoices for such defense with reasonable diligencefees, the Indemnifying Party shall have the right to control said defense expenses, and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofcharges.

Indemnification Procedure. Any Promptly after any person entitled to indemnification under this Section 7 (the “Indemnified Party”) has received notice of or has knowledge of any claim against the Indemnified Party by a person not a party obligated to indemnify this Agreement (a “Third Person”) or the commencement of any action or proceeding by a Third Person, it shall give the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to of such claim or the indemnified party, to assume commencement of such action or proceeding; provided that no delay on the defense part of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If Indemnified Party in notifying the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will relieve the Indemnifying Party from any obligation hereunder unless, and approved by then solely to the indemnified partyextent that, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) Party is prejudiced thereby. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the Damages. The Indemnifying Party shall have right to defend, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party is conducting such defense with reasonable diligence, pursues the same in good faith and diligently. If the Indemnifying Party undertakes to defend or settle, it shall have promptly notify the right Indemnified Party of its intention to control said do so, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after limited to, furnishing the Indemnifying Party has given the written notice provided for above to the indemnified partywith any personnel, except if there is a conflict of interest between the parties with respect to such claim books, records or defense; and (iii) information reasonably requested by the Indemnifying Party shall have that are in the right, without Indemnified Party=s possession or control. Notwithstanding the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneyforegoing, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense any matter through counsel of such claim being defended by the Indemnifying Party its own choosing at the its own expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of unless there is a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of that prevents counsel for the Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is conducting entitled to indemnification hereunder, or fails to diligently pursue such defense, the Indemnified Party may undertake such defense thereof in accordance with this Agreement; or (ii) if a claim is covered by through counsel of its choice, at the cost and expense of the Indemnifying Party’s liability insurance, take and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or omit expenses incurred by the Indemnified Party in connection therewith. No party hereto, without the prior written consent of the other, shall settle, compromise or consent to take the entry of any action which would cause judgment with respect to any pending or threatened Claim unless the insurer settlement, compromise or consent (1) provides for and includes an express, unconditional release of all Indemnified Parties and Indemnifying Parties from all liabilities, claims, demands, actions and obligations in connection therewith and (2) does not to defend such claim or to disclaim liability in respect thereofprovide for any relief other than monetary relief.

Indemnification Procedure. Any party obligated to indemnify (a) Promptly after receipt by a Purchaser Indemnified Party under Section 7.1 of notice of the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any claim with action, such Purchaser Indemnified Party shall, if a Claim in respect thereof is to which the indemnified party is entitled to indemnification hereunder. If be made against any Indemnifying Party under Section 7.1, notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by of the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (commencement thereof; provided, however, that failure to so notify the indemnified party’s approval Indemnifying Party shall not be required with respect to counsel designated by affect the Indemnifying Party’s insurer); (ii) so long as obligations hereunder, except to the extent that the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligencefailure. The Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s choice at the Indemnifying Party’s expense to represent the Purchaser Indemnified Party in any action for which indemnification is sought (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Purchaser Indemnified Parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Purchaser Indemnified Party. Notwithstanding the Indemnifying Party’s election to appoint counsel to represent the Purchaser Indemnified Party in an action, the Indemnifying Purchaser Indemnified Party shall have the right to control said defense employ separate counsel (including local counsel), and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given shall bear the written notice provided for above reasonable fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Indemnifying Party to represent the indemnified party, except if there is Purchaser Indemnified Party would present such counsel with a conflict of interest between interest; (ii) the parties with respect actual or potential defendants in, or targets of, any such action include both the Purchaser Indemnified Party and the Indemnifying Party and the Purchaser Indemnified Party shall have reasonably concluded that there may be legal defences available to such claim it and/or other Purchaser Indemnified Parties which are different from or defenseadditional to those available to the Indemnifying Party; and (iii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the right, without Purchaser Indemnified Party to represent the consent Purchaser Indemnified Party within 14 days after notice of the indemnified party, to settle institution of such claim, provided that such settlement involves only the payment of money, action; or (iv) the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, shall authorize the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right Purchaser Indemnified Party to participate in the defense of such claim being defended by the Indemnifying Party employ separate counsel at the expense of the indemnified partyIndemnifying Party. (b) No Purchaser Indemnified Party shall, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the prior express written consent of the Indemnifying Party so long as (which consent shall not be unreasonably withheld or delayed), consent to any judgment or effect any settlement of any pending or threatened action, suit or proceeding. (c) The Indemnifying Party shall not, without the prior express written consent of the Purchaser Indemnified Party, consent to any judgment or effect any settlement of any pending or threatened action, suit or proceeding in respect of which any Purchaser Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Purchaser Indemnified Party, unless such settlement includes an unconditional release of such Purchaser Indemnified Party from all liability on Claims that are the subject matter of such action, suit or proceeding. (d) Notwithstanding anything to the contrary in this Article 7, the indemnity obligations in this Article 7 shall cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall have determined that any loss, liability, Claim, damage and expense whatsoever (including reasonable legal fees and expenses) to which a Purchaser Indemnified Party may be subject were caused solely by the negligence, fraud or wilful misconduct of the Purchaser Indemnified Party. (e) No Purchaser Indemnified Party shall be entitled to claim indemnity in respect of any special, consequential or punitive damages (including damages for loss of profits) except to the extent (i) such special, consequential or punitive damages are awarded in favour of a third party in connection with a third party Claim; or (ii) a Claim is made for any incorrectness in or breach of any representation or warranty of the Company set forth in paragraphs (a), (b), (c), (o), (p) or (t) of Schedule B to this Agreement. (f) Subject to Section 8.8 and except for any Claims arising from negligence, fraud or wilful misconduct of the Indemnifying Party is conducting Party, the defense thereof rights to indemnification set forth in accordance with this Article 7 shall be the sole and exclusive remedy of the Purchaser Indemnified Parties (including pursuant to any statutory provision, tort or common law) in respect of: (i) any non-fulfilment or breach of any covenant or agreement on the part of the Company contained in this Agreement or in any certificate furnished by or on behalf of the Company pursuant to this Agreement; or (ii) if a claim is covered any misrepresentation or any incorrectness in or breach of any representation or warranty of the Company contained in this Agreement or in any certificate furnished by or on behalf of the Indemnifying Party’s liability insuranceCompany pursuant to this Agreement, take but, for greater certainty, shall not be the sole and exclusive remedy under the Investor Rights Agreement or omit the Commercialization Agreement. (g) A Purchaser Indemnified Party shall not be entitled to take double recovery for any action which would cause loss even though such loss may have resulted from the insurer not to defend such claim breach of one or to disclaim liability more representations, warranties or covenants in respect thereofthis Agreement.

Indemnification Procedure. Any Promptly after receipt by any party entitled to indemnification pursuant to Section 3.7(a) or 3.7(b) of this Agreement (an "Indemnified Party") of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification is being sought hereunder, such Indemnified Party shall notify the party obligated to indemnify provide such indemnification (the other party "Indemnifying Party") of such complaint or of the commencement of such action or proceeding; PROVIDED, HOWEVER, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such claim arising otherwise than under this Agreement (Agreement, and such failure to so notify the “Indemnifying Party”) Party shall relieve the Indemnifying Party from liability which the Indemnifying Party may have hereunder with respect to such claim if, but only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, by upon written notice to the indemnified partyIndemnified Party, to assume the defense of any claim with respect such action or proceeding, including the employment of counsel reasonably satisfactory to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Indemnified Party and approved by the indemnified party, payment of the fees and disbursements of such approval not to be unreasonably withheld or delayed (providedcounsel. In the event, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case in a timely manner, then such defense with reasonable diligence, Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall have pay the right to control said defense reasonable fees and disbursements of such counsel as incurred; PROVIDED, HOWEVER, that the Indemnifying Party shall not be required to pay the fees or and disbursements of more than one counsel for all Indemnified Parties in any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties jurisdiction in any single action or proceeding. In any action or proceeding with respect to such claim which indemnification is being sought hereunder, the Indemnified Party or defense; and (iii) the Indemnifying Party shall have Party, whichever is not assuming the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason defense of such settlement andaction, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable best efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of such claim being defended by any action, the defense of which it is maintaining and to cooperate in good faith with the Indemnifying Party at or the expense Indemnified Party, as the case may be, with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the indemnified partyIndemnifying Party, but unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party's affiliates. In the event an Indemnified Party shall claim a right to payment pursuant to this Agreement, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement or otherwise) and, within five business days of the final determination of the merits and amount of such claim, the Indemnifying Party shall have deliver to the right to control such defense (other than Indemnified Party immediately available funds in the event of a conflict of interest between the parties with respect an amount equal to such claim as determined hereunder. If for any reason the indemnification provided for in this Section 3.7 is unavailable to an Indemnified Party or defense). In is insufficient to hold it harmless as contemplated by this Section 3.7, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the Indemnified Party and the Indemnifying Party, as well as any other relevant equitable considerations; PROVIDED that in no event shall (i) the indemnified party settle liability of any claim without Holder for such contribution and indemnification exceed, in the consent aggregate, the dollar amount of the Indemnifying Party so long as proceeds received by such Holder upon the Indemnifying Party is conducting sale of Shares giving rise to such indemnification and contribution obligations. The obligations of the defense thereof parties under this Section 3.7 shall be in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s addition to any liability insurance, take or omit which any party may otherwise have to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofother party.

Indemnification Procedure. Any (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article IX, such party obligated (the “Indemnified Party”) shall give written notice to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have of the right, by written notice facts and circumstances giving rise to the indemnified partyclaim. In that regard, if any Action, Liability or obligation shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article IX (a “Third-Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense of any claim thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to which the indemnified party is entitled to indemnification hereunderIndemnified Party and the payment of all necessary expenses. If the Indemnifying Party gives such written notice, (i) such elects to assume control of the defense shall be conducted by counsel selected by the Indemnifying of a Third-Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceClaim, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any employ counsel engaged separate from counsel employed by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to in any such claim or defense; action and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense thereof, but the fees and expenses of such claim being defended counsel employed by the Indemnifying Indemnified Party shall be at the expense of the indemnified party, but Indemnified Party unless (i) the Indemnifying Party shall have has been advised by the right to control such defense (other than in the event Indemnifying Party’s counsel that a reasonable likelihood exists of a conflict of interest between the parties with respect Indemnifying Party and the Indemnified Party, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party giving notice to the Indemnifying Party. Absent an emergency or other extenuating circumstance, the Indemnified Party shall give written notice to the Indemnifying Party of such claim or defense). Direct Claim prior to taking any material actions to remedy such Direct Claim. (b) In no event shall (i) the indemnified party settle Indemnified Party pay or enter into any settlement of any claim or consent to any judgment with respect to any Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement or judgment would require the Indemnifying Party to pay any amount. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnifying Indemnified Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; (i) such settlement or judgment involves monetary damages only and (ii) if a claim term of the settlement or judgment is covered by that the Indemnifying Party’s Person or Persons asserting such Third-Party Claim unconditionally release all Indemnified Parties from all liability insurancewith respect to such claim; otherwise the consent of the Indemnified Party shall be required in order to enter into any settlement of, take or omit consent to take the entry of a judgment with respect to, any action Third-Party Claim, which would cause the insurer consent shall not to defend such claim be unreasonably withheld, conditioned or to disclaim liability in respect thereofdelayed.

Indemnification Procedure. Any Promptly after any person entitled to indemnification under this Article VII (the “Indemnified Party”) has received notice of or has knowledge of any claim against the Indemnified Party by a person not a party obligated to indemnify this Agreement (a “Third Person”) or the commencement of any action or proceeding by a Third Person, it shall give the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to of such claim or the indemnified party, to assume commencement of such action or proceeding; provided that no delay on the defense part of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If Indemnified Party in notifying the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will relieve the Indemnifying Party from any obligation hereunder unless, and approved by then solely to the indemnified partyextent that, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) Party is prejudiced thereby. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the Damages. The Indemnifying Party shall have right to defend, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party is conducting such defense with reasonable diligence, pursues the same in good faith and diligently. If the Indemnifying Party undertakes to defend or settle, it shall have promptly notify the right Indemnified Party of its intention to control said do so, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after limited to, furnishing the Indemnifying Party has given the written notice provided for above to the indemnified partywith any personnel, except if there is a conflict of interest between the parties with respect to such claim books, records or defense; and (iii) information reasonably requested by the Indemnifying Party shall have that are in the right, without Indemnified Party=s possession or control. Notwithstanding the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneyforegoing, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense any matter through counsel of such claim being defended by the Indemnifying Party its own choosing at the its own expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of unless there is a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of that prevents counsel for the Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is conducting entitled to indemnification hereunder, or fails to diligently pursue such defense, the Indemnified Party may undertake such defense thereof through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in accordance such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith. No party hereto, without the prior written consent of the other, shall settle, compromise or consent to the entry of any judgment with this Agreement; respect to any pending or threatened Claim unless the settlement, compromise or consent (i) provides for and includes an express, unconditional release of all Indemnified Parties and Indemnifying Parties from all liabilities, claims, demands, actions and obligations in connection therewith and (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take does not provide for any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofrelief other than monetary relief.

Indemnification Procedure. Any (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article X, such party obligated (the “Indemnified Party”) shall give written notice to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have of the right, by written notice facts and circumstances giving rise to the indemnified partyclaim. In that regard, if any Action, Liability or obligation shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article X (a “Third-Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense of any claim thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to which the indemnified party is entitled to indemnification hereunderIndemnified Party and the payment of all necessary expenses. If the Indemnifying Party gives such written notice, (i) such elects to assume control of the defense shall be conducted by counsel selected by the Indemnifying of a Third-Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceClaim, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any employ counsel engaged separate from counsel employed by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to in any such claim or defense; action and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense thereof, but the fees and expenses of such claim being defended counsel employed by the Indemnifying Indemnified Party shall be at the expense of the indemnified party, but Indemnified Party unless (i) the Indemnifying Party shall have has been advised by the right to control such defense (other than in the event Indemnifying Party’s counsel that a reasonable likelihood exists of a conflict of interest between the parties with respect Indemnifying Party and the Indemnified Party, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party giving notice to the Indemnifying Party. Absent an emergency or other extenuating circumstance, the Indemnified Party shall give written notice to the Indemnifying Party of such claim or defense). Direct Claim prior to taking any material actions to remedy such Direct Claim. (b) In no event shall (i) the indemnified party settle Indemnified Party pay or enter into any settlement of any claim or consent to any judgment with respect to any Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement or judgment would require the Indemnifying Party to pay any amount. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnifying Indemnified Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; (i) such settlement or judgment involves monetary damages only and (ii) if a claim term of the settlement or judgment is covered by that the Indemnifying Party’s Person or Persons asserting such Third-Party Claim unconditionally release all Indemnified Parties from all liability insurancewith respect to such claim; otherwise the consent of the Indemnified Party shall be required in order to enter into any settlement of, take or omit consent to take the entry of a judgment with respect to, any action Third-Party Claim, which would cause the insurer consent shall not to defend such claim be unreasonably withheld, conditioned or to disclaim liability in respect thereofdelayed.

Indemnification Procedure. Any Promptly after any party obligated to indemnify seeking reimbursement (the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, (such counsel reasonably acceptable to the Indemnified Party), any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel with consent of the Indemnifying Party and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Buckeye Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify As soon as practicable after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the reasonable expenses and fees of interest between the parties with respect such separate counsel and other reasonable expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Article VI are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party If an Indemnified Party asserts that an Indemnifying Party has become obligated to indemnify pursuant to this Section 7, or if any Action is begun, made or instituted as a result of which the other party under this Agreement (Indemnifying Party may become obligated to an Indemnified Party hereunder, the “Indemnifying Party”) Indemnified Party shall have the right, by give written notice to the indemnified party, Indemnifying Party within a sufficiently prompt time to assume the defense of any claim with respect avoid prejudice to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by but the failure to so promptly notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party hereto to the extent it is not actually prejudiced thereby), specifying in reasonable detail the facts upon which the claimed right to indemnification is based. The Indemnifying Party shall, at its own cost, contest and approved by defend any Action against the indemnified partyIndemnified Party. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement without the consent, such approval not to be unreasonably withheld or delayed delayed, of the Indemnified Party if such judgment or settlement (provided, however, that a) does not include as an unconditional term thereof the indemnified party’s approval shall not be required with giving by each claimant or plaintiff to the Indemnified Party (and any applicable Affiliate thereof) of an unconditional and irrevocable release from all Liability in respect to counsel designated such claim, (b) would result in the finding or admission of any violation of applicable Law by the Indemnified Party or its Affiliates or (c) provides for injunctive or other non-monetary relief affecting the Indemnified Party or its Affiliates. Any payment to be made by an Indemnifying Party to an Indemnified Party shall be made within thirty (30) days of (i) the Indemnified Party’s delivery of notice of a claim for indemnification, such claim being uncontested by the Indemnifying Party’s insurer); Party within the thirty (30) day period, or (ii) so long as in the event that the Indemnifying Party contests the claim pursuant to the dispute resolution procedures set forth in Section 10 hereof and the dispute is conducting such defense with reasonable diligenceresolved in favor of the Indemnified Party, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements date of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent final determination of the amount to be indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of under such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Indemnified Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party may not settle any claim Action itself without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim be unreasonably withheld or to disclaim liability in respect thereofdelayed.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (Agreement, the “Indemnifying Party”) Indemnified Party shall give the Company written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Company will not relieve the Company from any liability it may have to such Indemnified Party hereunder except to the extent that the Company is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Company shall have the rightright to defend and settle, at its own expense and by written notice its own counsel who shall be reasonably acceptable to the indemnified partyIndemnified Party, to assume any such matter as long as the defense of any claim with respect to which Company pursues the indemnified party is entitled to indemnification hereundersame diligently and in good faith. If the Indemnifying Company undertakes to defend or settle, it shall promptly notify the Indemnified Party gives such written noticeof its intention to do so, (i) such and the Indemnified Party shall cooperate with the Company and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Company with any books, records and other information reasonably requested by the Company and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be conducted by counsel selected at the cost of the Company. After the Company has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Company diligently pursues such defense, the Company shall not be liable for any additional legal expenses incurred by the Indemnifying Indemnified Party and approved by the indemnified party, in connection with any defense or settlement of such approval not to be unreasonably withheld or delayed (asserted liability; provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified partyentitled (a) at its expense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by asserted liability and the Indemnifying Party at the expense negotiations of the indemnified partysettlement thereof and (b) if (i) the Company has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Company and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Company or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Company, but then the Indemnifying Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Company as incurred. In no event Notwithstanding any other provision of this Agreement, the Company shall (i) the indemnified party not settle any indemnified claim without the written consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld, delayed or conditioned), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Article VI are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any AMD Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each party obligated entitled to indemnify be indemnified pursuant to Section 3.1 and 3.2 (each, an “Indemnified Party”) shall notify the other party under this Agreement (the “Indemnifying Party”) in writing of any action against such Indemnified Party in respect of which the other party is or may be obligated to provide indemnification pursuant to Section 3.1 or 3.2, promptly after the receipt of notice or knowledge of the commencement thereof. The omission of any Indemnified Party so to notify the other party of any such action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party except to the extent the Indemnifying Party shall have been prejudiced by the rightomission of such Indemnified Party so to notify it, by written notice pursuant to this Section 3.3. In case any such action shall be brought against any Indemnified Party, the Indemnifying Party shall be entitled to participate therein and, to the indemnified partyextent that the Indemnifying Party may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and after notice from it to such Indemnified Party of any claim with respect its election so to which assume the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligencethereof, the Indemnifying Party shall have the right to control said defense and shall will not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect liable to such claim Indemnified Party for any legal or defense; and (iii) the Indemnifying other expense subsequently incurred by such Indemnified Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle thereof nor for any claim settlement thereof entered into without the consent of the Indemnifying Party so long as Party; provided, however, that (i) if the Indemnifying Party is conducting shall elect not to assume the defense thereof in accordance with this Agreement; of such claim or action or (ii) if the Indemnified Party reasonably determines (x) that there is a substantial actual conflict between the positions of the Indemnifying Party and of the Indemnified Party in defending such claim is covered by or action or (y) that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party’s liability insurance, take then separate counsel for the Indemnified Party shall be entitled to participate in and conduct the defense, and the Indemnifying Party shall be liable for any reasonable legal or omit to take any action which would cause other expenses incurred by the insurer not to defend such claim or to disclaim liability Indemnified Party in respect thereofconnection therewith.

Indemnification Procedure. Any Promptly after any indemnified party obligated to indemnify hereunder (the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Investor Indemnified Party or Company Indemnified Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party obligated from whom indemnification is sought; provided, however, that failure to indemnify so notify the other indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article V, except as otherwise provided in Section 5.01 and Section 5.02. (b) Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such Third-Party Claim, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has, within ten (10) Business Days of when the expense Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party and (2) notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. The Indemnifying Party shall not, in connection with any Third-Party Claim, be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) for all Indemnified Parties in connection with such Third-Party Claim, except to the extent the use of one counsel to represent all Indemnified Parties in respect of such Third-Party Claim would present such counsel with an actual or potential conflict of interest between interest. Notwithstanding any other provision of this Agreement, the parties with respect to such claim or defense). In no event Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Section 5.03 are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party obligated to indemnify Promptly after any MarkWest Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform the other party under this Agreement Party (the “Indemnifying Party”) shall of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any claim such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified partyIndemnifying Party’s insurer as the Indemnifying Party may reasonably request, such approval not and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to be unreasonably withheld or delayed (providedparticipate, howeverat its own expense and with counsel of its choice, in the defense of any Third Party that the indemnified party’s approval shall not be required with respect to counsel designated has been assumed by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying . Neither Party is conducting such defense with reasonable diligence, the Indemnifying Party shall will have the right obligation to control said defense and shall not be required to pay indemnify the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying other Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such any settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim made without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability insuranceof the Indemnified Party without the Indemnified Party’s prior written consent, take which consent will not be unreasonably withheld, conditioned, or omit delayed. If the Parties cannot agree as to take the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any action which would cause Third Party Claim, then the insurer not Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to defend such claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or to disclaim liability in respect thereofSection 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. Any party obligated The indemnification obligations under Sections 17.1 and 17.2 are conditioned upon the Party entitled to indemnify indemnification hereunder (an “Indemnified Party”) promptly notifying in writing the other party under this Agreement Party required to provide indemnification hereunder (the “Indemnifying Party”) after learning of any Losses subject to indemnity hereunder; provided that the failure to promptly notify the Indemnifying Party shall have not limit or impair the right, by written notice Indemnified Party’s right to defense and indemnification hereunder except to the indemnified partyextent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party may, to in its sole discretion and at its own expense, assume control of the defense of any such claim with respect counsel reasonably acceptable to which the indemnified party is entitled to indemnification hereunderIndemnified Party. If The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party gives such written noticeParty, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not subject to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer)reimbursement of the Indemnified Party’s reasonably incurred out-of-pocket expenses in so doing. For any claim subject to indemnification under Sections 17.1 or 17.2, the Indemnified Party may choose to be separately represented at its own expense; provided that (i) the Indemnified Party shall be entitled to be separately represented at the Indemnifying Party’s expense if in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable and (ii) so long as if the Indemnifying Party is conducting has not acknowledged its obligation to defend such defense claim or does not diligently defend the Indemnified Party with reasonable diligencecounsel reasonably acceptable to the Indemnified Party, the Indemnifying such Indemnified Party shall have the right to control said defense and retain counsel, the cost of which shall be subject to the indemnification provisions of Section 17.1 or Section 17.2, as applicable. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which shall not be required to pay unreasonably withheld, delayed or conditioned), enter into any settlement (a) that does not include as a term thereof the fees or disbursements of any counsel engaged giving by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above person asserting such claim to the indemnified party, except if there is all Indemnified Parties of a conflict of interest between the parties release from all liability with respect to such claim or defense; and consent to entry of any judgment or (iiib) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only provides for any relief other than the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have monetary Losses subject to the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right indemnity therefor pursuant to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any BreitBurn Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person that the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select one separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated (a) If any Buyer Indemnified Party or Seller Indemnified Party (collectively, the “Indemnified Parties”) intends to indemnify seek indemnification pursuant to this Article VI, such Indemnified Party shall promptly notify Seller, if the other party under this Agreement Indemnified Party is a Buyer Indemnified Party (the “Seller Indemnifying PartyParties”), or Buyer, if the Indemnified Party is a Seller Indemnified Party (the “Buyer Indemnifying Parties” and, together with Seller Indemnifying Parties, the “Indemnifying Parties”), in writing of such claim with reasonable particularity. The Indemnified Party will provide the Indemnifying Parties with prompt notice of any third party claim in respect of which indemnification is sought. The failure to provide such notice will not affect any rights hereunder except to the extent the Indemnifying Parties are materially prejudiced thereby. (b) shall have If such claim involves a claim by a third party against the rightIndemnified Parties, by written the Indemnifying Parties may, within thirty (30) calendar days after receipt of such notice and upon notice to the indemnified partyIndemnified Parties, assume, through counsel of their own choosing and at their own expense, the settlement or defense thereof, and the Indemnified Parties shall reasonably cooperate with them in connection therewith. In the event the Indemnifying Parties elect to assume the settlement or defense of such third party claim, the Indemnified Parties shall be permitted to participate in such settlement or defense through one counsel chosen (and one local counsel in any claim applicable jurisdiction) by them, the expense of which will be the obligation of the Indemnified Parties; unless an Indemnified Party is a named party to such action or suit and the Indemnified Parties have reasonably determined that there may be a conflict of interest between the Indemnifying Parties and such Indemnified Party, then the Indemnifying Parties shall pay the reasonable fees and expenses of one counsel chosen (and one local counsel in any applicable jurisdiction) by the Indemnified Parties. Notwithstanding anything in this Section 6.03 to the contrary, no Indemnifying Party may, without the prior written consent of the Indemnified Parties, such consent not to be unreasonably withheld, settle or compromise any action or consent to the entry of any judgment, unless the terms of such settlement release the Indemnified Parties from any and all liability with respect to which such action or suit and do not contain any admission of liability or culpability of the indemnified party is entitled to indemnification hereunderIndemnified Parties. If So long as the Indemnifying Party gives Parties are contesting any such written noticeclaim in good faith, (i) the Indemnified Parties shall not pay or settle any such defense shall be conducted by counsel selected by claim without the Indemnifying Party and approved by the indemnified partyParties’ Consent, such approval which Consent shall not to be unreasonably withheld or delayed (delayed. If the Indemnifying Parties do not give notice within a reasonable time that they elect to assume the settlement or defense of such claim or suit, then the Indemnified Parties may conduct and control, through counsel of their own choosing and at the expense of the Indemnifying Parties, the settlement or defense thereof, and the Indemnifying Parties shall cooperate with it in connection therewith; provided, however, that (i) the indemnified party’s approval Indemnified Parties shall not be required with respect consent to counsel designated by the entry of any judgment or to any settlement of such claim without the prior written consent of the Indemnifying Party’s insurer)Parties, not to be unreasonably withheld or delayed; and (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party Parties shall have the right to control said defense and shall not be required to pay the fees or disbursements of at any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right point to participate in the Indemnified Parties’ defense, to attend meetings and conferences, and to review such information and documents in the Indemnified Parties’ possession as they may reasonably request concerning such action or suit except where such participation, attendance or review would (x) void any claim of privilege by an Indemnified Party or (y) materially impair any legal defense or claim of such claim being defended by the Indemnifying Party at the expense an Indemnified Party. The failure of the indemnified partyIndemnified Parties to participate in, but the Indemnifying Party shall have the right to conduct or control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of not relieve the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take Parties of any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofobligation they may have hereunder.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled, at its expense, to participate in the defense of such claim being defended by asserted liability and the Indemnifying Party at the expense negotiations of the indemnified partysettlement thereof. Notwithstanding any other provision of this Agreement, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Investor Indemnified Party or Company Indemnified Party, as applicable (the other party “Indemnified Party”), has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which such Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, such Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith and makes an unqualified acknowledgment in writing of its obligation to provide indemnification to the Indemnified Party with respect to such matter. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) Within a reasonable period of time after the incurrence of any Losses by any Person entitled to indemnification pursuant to Section 11.2 hereof (an “Indemnified Party”), including, any claim by a third party obligated described in Section 11.4, which might give rise to indemnify indemnification hereunder, the other Indemnified Party shall deliver to the party under this Agreement from which indemnification is sought (the “Indemnifying Party”) shall have the right, by written notice and to the indemnified partyEscrow Agent, to assume if applicable, a certificate (the defense of any claim with respect to “Claim Certificate”), which shall: (i) state that the indemnified party Indemnified Party has paid or properly accrued Losses or anticipates that it may incur liability for Losses for which such Indemnified Party believes it is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail (to the extent practicable) each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. If . (b) In the event that the Indemnifying Party gives such written noticeshall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall, within ten (i10) such defense shall be conducted by counsel selected days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to such effect and approved the Indemnifying Party and the Indemnified Party shall, within the thirty (30) day period beginning on the date of receipt by the indemnified partyIndemnified Party of such objection, such approval not attempt in good faith to be unreasonably withheld or delayed (provided, however, that agree upon the indemnified party’s approval shall not be required rights of the respective parties with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting each of such defense with reasonable diligence, claims to which the Indemnifying Party shall have so objected. If the right to control said defense Indemnified Party and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent succeed in reaching agreement on their respective rights with respect to any of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneyclaims, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts, then the Indemnified Party and the Indemnifying Party shall submit such dispute to a court of competent jurisdiction. The party which receives a final judgment in such dispute shall be indemnified and held harmless for all reasonable attorney and consultant’s fees or expenses by the other party. (c) Claims for Losses specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within ten (10) days of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 11.3(b), claims for Losses the validity and amount of which have been the right to control such defense (other than subject of judicial determination as described in Section 11.3(b) and claims for Losses the event validity and amount of which shall have been the subject of a conflict of interest between the parties final judicial determination, or shall have been settled with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long Party, as described in Section 11.4, are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) days of the Indemnifying determination of the amount of any Agreed Claims, subject to the limitations set forth in Section 11.2(d), (i) if the Indemnified Party is conducting a Parent Indemnitee, then the defense thereof Target Stockholder Representative and Parent shall execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release to Parent (A) if the Escrowed Cash exceeds the amount of the Agreed Claim, an amount in cash equal to such Agreed Claim, or (B) if the Agreed Claim exceeds the Escrowed Cash but is lower than the Escrow Amount, the Escrowed Cash plus a number of shares of Parent Preferred Stock equal to the amount of the excess of the Agreed Claim over the Escrowed Cash, divided by the Fair Market Value, or (C) if the Agreed Claim exceeds the Escrow Amount, then the Target Stockholders shall, at the Target Stockholders’ option, (x) the number of shares of Parent Preferred Stock that divided by the Fair Market Value equals the excess of the Agreed Claim over the Escrow Amount, or (y) pay to the Parent Indemnitee in accordance with this Agreement; the Joinder Agreement the amount of the excess of the Agreed Claim over the Escrow Amount by wire transfer in immediately available funds to the bank account or accounts designated by the Parent Indemnitee in a notice to the Target Stockholders not less than two (2) Business Days prior to such payment or (ii) if the Indemnified Party is a claim is covered Target Indemnitee, then Parent shall pay to the Target Indemnitee an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnifying Party’s liability insurance, take or omit Target Indemnitee in a notice to take any action which would cause the insurer Parent not less than two (2) Business Days prior to defend such claim or to disclaim liability in respect thereofpayment.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (a) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. 13.3.1 Any party obligated to indemnify Lilly Indemnified Party or Zymeworks Indemnified Party seeking indemnification hereunder (“Indemnified Party”) shall notify the other party under this Agreement Party against whom indemnification is sought (the “Indemnifying Party”) shall have in writing reasonably promptly after the right, by written notice to assertion against the indemnified party, to assume the defense Indemnified Party of any claim with Claim in respect to of which the indemnified party is entitled Indemnified Party intends to base a claim for indemnification hereunder. If , but the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not failure or delay so to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, notify the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after relieve the Indemnifying Party has given the written notice provided for above of any obligation or liability that it may have to the indemnified partyIndemnified Party except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 13.3.2 Subject to the provisions of Section 13.3.3 below, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, upon providing notice to the Indemnified Party of its intent to do so within […***…] days after receipt of the notice from the Indemnified Party of any Claim, to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense. 13.3.3 The Indemnifying Party shall select competent counsel in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnified Party, agree to settle such claima settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, provided that such settlement involves only or would involve any admission of wrongdoing on the payment part of money, the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party pays all amounts due in connection with or by reason Party, at the request and expense of such settlement andthe Indemnifying Party, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party and shall have the right be entitled to participate in the defense and handling of such claim being defended by the Indemnifying Party Claim with its own counsel and at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofits own expense.

Indemnification Procedure. Any (a) The party obligated or parties being indemnified are referred to indemnify herein as the other “Indemnified Party” and the indemnifying party under this Agreement (is referred to herein as the “Indemnifying Party”) .” In the event that any party shall have incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, the right, Indemnified Party shall assert a claim for indemnification by written notice (the “Indemnification Notice”) to the indemnified partyIndemnifying Party stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, the Indemnification Notice shall be given within thirty (30) days of the filing or other written assertion of any such claim against the Indemnified Party, but the failure of the Indemnified Party to assume give the Indemnification Notice within such time period shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected action has been prejudiced by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Indemnified Party’s insurer); failure to give such Indemnification Notice. (iib) so long as In the Indemnifying Party case of third party claims for which indemnification is conducting such defense with reasonable diligencesought, the Indemnifying Party shall have the right option (i) to control said defense and conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be required unreasonably withheld or delayed)), and (iii) to pay the fees or disbursements of any employ counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above (reasonably satisfactory to the indemnified party, except if there is a conflict of interest between the parties with respect Indemnified Party) to contest any such claim or defense; liability in the name of the Indemnified Party or otherwise. In any event, the Indemnified Party shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnifying Party shall, within twenty (iii20) days of receipt of the Indemnification Notice, notify the Indemnified Party of its intention to assume the defense of such claim. If (i) the Indemnifying Party shall decline to assume the defense of any such claim, (ii) the Indemnifying Party shall fail to notify the Indemnified Party within twenty (20) days after receipt of the Indemnification Notice of the Indemnifying Party’s election to defend such claim or (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or in addition to those available to the Indemnifying Party or a conflict exists between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the rightright to direct the defense of such action on behalf of the Indemnified Party), the Indemnified Party shall defend against such claim and the Indemnified Party may settle such claim without the consent of the indemnified partyIndemnifying Party, and the Indemnifying Party may not challenge the reasonableness of any such settlement. The expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnifying Party (up to settle a limit of one counsel in the case of attorneys’ fees) and the Indemnifying Party shall pay the Indemnified Party, in immediately available funds, as such Losses are incurred upon receipt of supporting documentation thereof. Regardless of which party shall assume the defense of the claim, provided the parties agree to cooperate fully with one another in connection therewith. In the event that such settlement involves only any Losses incurred by the Indemnified Party do not involve payment by the Indemnified Party of moneya third party claim, then, the Indemnifying Party pays all amounts due in connection with shall pay, within ten (10) days after agreement on the amount of Losses or by reason the occurrence of a determination of such settlement andamount payable, to the Indemnified Party, in immediately available funds, the amount of such Losses. Anything in this Section 5.3 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any pending or threatened claim, action or proceeding or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party, or which does not include, as part an unconditional term thereof, the indemnified party is unconditionally released giving by the claimant or plaintiff to the Indemnified Party, a release from all liability in respect of such claim. , action or proceeding and which does not include a statement as to or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. (c) The indemnified remedies provided for in this Article V shall not be exclusive of any other rights or remedies available to one party shall have against the right other, either at law or in equity. (d) (A) In the event that an Indemnified Party is requested or required to participate appear as a witness in the defense of such claim being defended any action arising from transactions contemplated by the Indemnifying Transaction Documents brought by or on behalf of or against the Adviser, the Fund or any of their affiliates in which such Indemnified Party at is not named as a defendant, the expense Adviser agrees to reimburse the Warranty Provider for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel, and to compensate the indemnified party, but the Indemnifying Party shall have the right Warranty Provider in an amount to control such defense be mutually agreed upon. (other than in B) In the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying that an Indemnified Party is conducting the defense thereof requested or required to appear as a witness in accordance with this Agreement; or (ii) if a claim is covered any action arising from transactions contemplated by the Indemnifying Transaction Documents brought by or on behalf of or against the Warranty Provider or any of its affiliates in which such Indemnified Party is not named as a defendant, the Warranty Provider agrees to reimburse the Adviser or the Fund, as applicable, for all reasonable expenses incurred by it in connection with such Indemnified Party’s liability insuranceappearing and preparing to appear as such a witness, take including, without limitation, the reasonable fees and disbursements of its legal counsel, and to compensate the Adviser or omit the Fund, as applicable, in an amount to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofbe mutually agreed upon.

Indemnification Procedure. Any (a) Promptly after any person entitled to indemnification under this Section 5 (the “Indemnified Party”) has received notice of or has knowledge of any claim against the Indemnified Party by a person not a party obligated to indemnify this Agreement (a “Third Person”) or the commencement of any action or proceeding by a Third Person, it shall give the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to of such claim or the indemnified party, to assume commencement of such action or proceeding; provided that no delay on the defense part of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If Indemnified Party in notifying the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will relieve the Indemnifying Party from any obligation hereunder unless, and approved by then solely to the indemnified partyextent that, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); Party is prejudiced thereby. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the Damages. (iib) The Indemnifying Party shall have right to defend, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party is conducting such defense with reasonable diligence, pursues the same in good faith and diligently. If the Indemnifying Party undertakes to defend or settle, it shall have promptly notify the right Indemnified Party of its intention to control said do so, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after limited to, furnishing the Indemnifying Party has given the written notice provided for above to the indemnified partywith any personnel, except if there is a conflict of interest between the parties with respect to such claim books, records or defense; and (iii) information reasonably requested by the Indemnifying Party shall have that are in the right, without Indemnified Party’s possession or control. Notwithstanding the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneyforegoing, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense any matter through counsel of such claim being defended by the Indemnifying Party its own choosing at the its own expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of unless there is a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of that prevents counsel for the Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is conducting entitled to indemnification hereunder, or fails to diligently pursue such defense, the Indemnified Party may undertake such defense thereof through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in accordance such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith. No party hereto, without the prior written consent of the other, shall settle, compromise or consent to the entry of any judgment with this Agreement; respect to any pending or threatened Claim unless the settlement, compromise or consent (i) provides for and includes an express, unconditional release of all Indemnified Parties and Indemnifying Parties from all liabilities, claims, demands, actions and obligations in connection therewith and (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take does not provide for any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofrelief other than monetary relief.

Indemnification Procedure. Any party obligated to indemnify Promptly after any MarkWest Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting the defense settlement thereof in accordance with this Agreement; imposes no liability or (ii) if obligation on, and includes a claim is covered complete release from liability of, and does not include any admission of wrongdoing or illegal conduct by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) The party obligated or parties being indemnified are referred to indemnify herein as the other "Indemnified Party" and the indemnifying party under this Agreement (is referred to herein as the “"Indemnifying Party”) ." In the event that any party shall have incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, the right, Indemnified Party shall assert a claim for indemnification by written notice ("Notice") to the indemnified partyIndemnifying Party stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, the Notice shall be given within thirty (30) days of the filing or other written assertion of any such claim against the Indemnified Party, but the failure of the Indemnified Party to assume give the Notice within such time period shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected action has been prejudiced by the Indemnifying Party and approved by Indemnified Party's failure to give such notice. (b) In the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party case of third party claims for which indemnification is conducting such defense with reasonable diligencesought, the Indemnifying Party shall have the right option (i) to control said defense and conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be required unreasonably withheld or delayed)), and (iii) to pay the fees or disbursements of employ counsel to contest any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; liability in the name of the Indemnified Party or otherwise. In any event, the Indemnified Party shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnifying Party shall, within twenty (iii20) days of receipt of the Notice, notify the Indemnified Party of its intention to assume the defense of such claim. If (i) the Indemnifying Party shall decline to assume the defense of any such claim, (ii) the Indemnifying Party shall fail to notify the Indemnified Party within twenty (20) days after receipt of the Notice of the Indemnifying Party's election to defend such claim or (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or in addition to those available to the Indemnifying Party or a conflict exists between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the rightright to direct the defense of such action on behalf of the Indemnified Party), the Indemnified Party shall defend against such claim and the Indemnified Party may settle such claim without the consent of the indemnified partyIndemnifying Party, and the Indemnifying Party may not challenge the reasonableness of any such settlement. The expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnifying Party (up to settle a limit of one counsel in the case of attorneys' fees) and the Indemnifying Party shall pay the Indemnified Party, in immediately available funds, as such Losses are incurred upon receipt of supporting documentation thereof. Regardless of which party shall assume the defense of the claim, provided the parties agree to cooperate fully with one another in connection therewith. In the event that such settlement involves only any Losses incurred by the Indemnified Party do not involve payment by the Indemnified Party of moneya third party claim, then, the Indemnifying Party pays all amounts due in connection with shall pay, within ten (10) days after agreement on the amount of Losses or by reason the occurrence of a final non-appealable determination of such settlement andamount payable, to the Indemnified Party, in immediately available funds, the amount of such Losses. Anything in this Section 5.3 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as part an unconditional term thereof, the indemnified party is unconditionally released giving by the claimant or plaintiff to the Indemnified Party, a release from all liability in respect of such claim. . (c) The indemnified remedies provided for in this Article V shall not be exclusive of any other rights or remedies available to one party shall have against the right to participate other, either at law or in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofequity.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Constellation Energy Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party, unless the settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the Indemnified Party, nor shall the Indemnified Party so long as settle any claim for which indemnification may be claimed hereunder without at least three business days notice to the Indemnifying Party is conducting of the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend terms and conditions of such claim or to disclaim liability in respect thereofsettlement.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Enterprise Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated If either Party (the “Indemnified Party”) becomes aware of any matter which may give rise to indemnify a claim for indemnification (“Indemnification Claim”) against the other party under this Agreement Party (the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) shall the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any the third-party claim with respect counsel reasonably satisfactory to which the indemnified party is entitled Indemnified Party to indemnification hereunder. If represent the Indemnifying Indemnified Party gives in such written noticeproceeding, (i) and shall pay the fees and disbursements of such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified partyrelated to such proceeding, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iiii) the Indemnifying Party shall have notifies the rightIndemnified Party in writing within thirty (30) days after the Indemnified Party has given notice of the indemnification claim that the Indemnifying Party will indemnify the Indemnified Party in accordance with this Section, and (ii) the Indemnifying Party conducts the defense of the third-party claim actively and diligently. The Indemnified Party also may retain its own separate co-counsel at its sole cost and expense and participate in the defense of the claim. No Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, to settle effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such claimIndemnified Party (i) if such settlement involves any form of relief other than the payment of money or any finding or admission of any violation of any law, provided regulation or order or any of the rights of any person or has any adverse effect on any other indemnification claims that have been or may be made against the Indemnified Party or (ii) if such settlement involves only the payment of money, unless it includes an unconditional release of such Indemnified Party of all liability on claims that are the subject of such proceeding. 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 is a final judgment for the plaintiff, the Indemnifying Party pays all amounts due in connection with or agrees to indemnify the Indemnified Party from and against any Loss by reason of such settlement and, as part thereof, or judgment. The Indemnified Party may assume control of the indemnified party is unconditionally released from all liability in defense of any claim if (A) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend or provide indemnification with respect of to such claim. The indemnified party shall have , (B) the right Indemnified Party determines in good faith that there is a reasonable likelihood that an indemnification claim would materially and adversely affect it or any other indemnitees other than as a result of monetary damages that would be fully reimbursed by an Indemnifying Party under this Agreement, or (C) the Indemnifying Party refuses or fails to participate in timely assume the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofindemnification claim.

Indemnification Procedure. Any party obligated When an Indemnifying Party is required to indemnify an Indemnified Party for a third party claim, the other party under this Agreement (the “Indemnifying Party shall assume on behalf of such Indemnified Party”) shall have the right, by written notice to the indemnified partyand conduct with due diligence and in good faith, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If against such Indemnified Party, whether or not the Indemnifying Party gives such written noticeis joined therein, (i) such defense and the Indemnified Party shall be conducted by counsel selected by cooperate with the Indemnifying Party in such defense. The Indemnifying Party will be in charge of the defense and approved by the indemnified party, settlement of such approval not to be unreasonably withheld or delayed (claim; provided, however, that without relieving the indemnified party’s approval shall not be required with respect to counsel designated by Indemnifying Party of its obligations in the Purchase Order or impairing the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said the defense and shall not be required or settlement thereof, the Indemnified Party may elect to pay participate through separate counsel in the fees or disbursements defense of any counsel engaged by such claim, but the indemnified party for services rendered after associated fees and expenses (including attorneys’ fees and legal costs) shall be at the Indemnifying expense of such Indemnified Party. Notwithstanding the foregoing, if (a) the Indemnified Party has given reasonably concluded, acting in good faith and on the written notice provided for above to the indemnified partyadvice of counsel, except if that there is exists a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have and the right, without Indemnified Party in the consent conduct of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by or (b) the Indemnifying Party at fails to contest the expense claim in good faith by appropriate proceedings within a reasonable time following written demand from the Indemnified Party, then the Indemnified Party may, upon written notice to the Indemnifying Party, assume control of the indemnified partydefense or settlement of the claim and to use its own counsel, but the fees and expenses (including reasonable attorneys’ fees and legal costs) of which the Indemnifying Party shall have to the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim Indemnified Party will pay or defense)reimburse. In no event shall (i) the indemnified party No Indemnifying Party may settle any claim such claims or actions in a manner which would require any action or forbearance from action by any Indemnified Party or impose criminal liability on such Indemnified Party without the prior written consent of the Indemnifying Indemnified Party, which consent the Indemnified Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; may not unreasonably withhold, condition or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofdelay.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party’s prior written notice consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within **** after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within **** after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. 13.3.1 Any party obligated to indemnify Lilly Indemnified Party or AbCellera Indemnified Party seeking indemnification hereunder (“Indemnified Party”) shall notify the other party under this Agreement Party against whom indemnification is sought (the “Indemnifying Party”) shall have in writing reasonably promptly after the right, by written notice to assertion against the indemnified party, to assume the defense Indemnified Party of any claim with Claim in respect to of which the indemnified party is entitled Indemnified Party intends to base a claim for indemnification hereunder. If , but the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not failure or delay so to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, notify the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after relieve the Indemnifying Party has given the written notice provided for above of any obligation or liability that it may have to the indemnified partyIndemnified Party except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 13.3.2 Subject to the provisions of Section 13.3.3 below, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, upon providing notice to the Indemnified Party of its intent to do so within thirty (30) days after receipt of the notice from the Indemnified Party of any Claim, to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense. 13.3.3 The Indemnifying Party shall select competent counsel in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnified Party, agree to settle such claima settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, provided that such settlement involves only or would involve any admission of wrongdoing on the payment part of money, the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party pays all amounts due in connection with or by reason Party, at the request and expense of such settlement andthe Indemnifying Party, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party and shall have the right be entitled to participate in the defense and handling of such claim being defended by the Indemnifying Party Claim with its own counsel and at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofits own expense.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party’s prior written notice consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within **** after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within **** after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify Promptly after an Indemnified Party has received notice of any indemnifiable claim hereunder, or the other party commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the “Indemnifying Party”) Indemnified Party shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If give the Indemnifying Party gives written notice of such written noticeThird-Party Claim, (i) such defense shall be conducted by counsel selected by but failure to so notify the Indemnifying Party and approved by the indemnified party, such approval will not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by relieve the Indemnifying Party’s insurer); (ii) so long as Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to control said defense defend, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith; provided that, notwithstanding anything to the contrary in this Section 8.5, the Indemnifying Party shall not be required entitled to pay assume the fees or disbursements defense of any counsel engaged by Third-Party Claim (and, to the indemnified party for services rendered after extent the Indemnifying Party has given assumed the written notice provided for above defense, shall transfer control of such defense to the indemnified partyIndemnified Party) if (a) such Third-Party Claim seeks equitable relief or such Third-Party Claim involves a criminal action, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iiib) the Indemnifying Party shall not have assumed the rightdefense of such Third-Party Claim within 10 Business Days of receipt of a notice of such Claim for indemnity or (c) such Third-Party Claim exceeds the Indemnity Cap. If the Indemnifying Party undertakes to defend, without it shall promptly, and in no event later than 10 Business Days, notify the consent Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the indemnified partyIndemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend any such asserted liability, to settle and for so long as the Indemnifying Party diligently pursues such claim, provided that such settlement involves only the payment of moneydefense, the Indemnifying Party pays all amounts due shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with or by reason any defense of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and (ii) if (A) the Indemnifying Party at has within ten (10) Business Days after the expense Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the reasonable expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not consent to the settlement of, or defense). In no event shall (i) the entry of any judgment arising from, any indemnified party settle any claim Third-Party Claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld), unless the Indemnifying Party is conducting settlement thereof, or the defense thereof entry of any judgment arising therefrom, imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. The remedies provided for in accordance with this Agreement; Article VIII are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party If an Indemnified Party asserts that an Indemnifying Party has become obligated to indemnify pursuant to this Section 7, or if any third-Person Action is begun, made or instituted as a result of which the other party under this Agreement (Indemnifying Party may become obligated to an Indemnified Party hereunder, the “Indemnifying Party”) Indemnified Party shall have the right, by give written notice to the indemnified party, Indemnifying Party within a sufficiently prompt time to assume the defense of any claim with respect avoid prejudice to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by but the failure to so promptly notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party hereto to the extent it is not actually prejudiced thereby), specifying in reasonable detail the facts upon which the claimed right to indemnification is based. The Indemnifying Party shall, at its own cost, contest and approved by defend any third-Person Action against the indemnified partyIndemnified Party. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement of any third-Person Action without the consent, such approval not to be unreasonably withheld or delayed delayed, of the Indemnified Party if such judgment or settlement (provided, however, that a) does not include as an unconditional term thereof the indemnified party’s approval shall not be required with giving by each claimant or plaintiff to the Indemnified Party (and any applicable Affiliate thereof) of an unconditional and irrevocable release from all Liability in respect to counsel designated such claim, (b) would result in the finding or admission of any violation of applicable Law by the Indemnified Party or its Affiliates or (c) provides for injunctive or other non-monetary relief affecting the Indemnified Party or its Affiliates. Any payment to be made by an Indemnifying Party to an Indemnified Party shall be made within thirty (30) days of (i) the Indemnified Party’s delivery of notice of a claim for indemnification, such claim being uncontested by the Indemnifying Party’s insurer); Party within the thirty (30) day period, or (ii) so long as in the event that the Indemnifying Party contests the claim pursuant to the dispute resolution procedures set forth in Section 10 hereof and the dispute is conducting such defense with reasonable diligenceresolved in favor of the Indemnified Party, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements date of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent final determination of the amount to be indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of under such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Indemnified Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party may not settle any claim third-Person Action itself without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim be unreasonably withheld or to disclaim liability in respect thereofdelayed.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Section 6 are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (a) shall have that imposes any restrictions or obligations on any indemnified party (an “Indemnified Party”) without the rightIndemnified Party’s prior written consent, by written notice (b) if Licensee is the Indemnifying Party, that imposes any restrictions or obligations on the ReGenX Licensors or grants any rights to the indemnified partyLicensed Patents, AAV Materials, or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (c) if Licensor is the Indemnifying Party, that grants any rights to the Licensed Back Improvements other than those Licensor has the right to grant under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within [***] after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within [***] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify (a) For the avoidance of doubt, all indemnification claims in respect of a Gilead Indemnitee or a Hookipa Indemnitee shall be made solely by Gilead or Hookipa, respectively. (b) A Party seeking indemnification hereunder (the “Indemnified Party”) shall notify the other party under this Agreement Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (each, an “Indemnification Claim Notice”); provided, that CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to Sections 16.3(d) and 16.3(e), the Indemnifying Party shall have the right, by upon written notice given to the indemnified partyIndemnified Party within [***] days after receipt of the Indemnification Claim Notice, to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 16.3(d) below shall govern; provided, that any such Claim is only for monetary damages. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim with respect for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to which indemnify or hold an Indemnitee harmless from and against the indemnified party is entitled to indemnification hereunderClaim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including reasonable attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party gives such does not give written noticenotice to the Indemnified Party, (i) such defense shall be conducted by counsel selected by within [***] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party Party’s election to assume the defense and approved by handling of such Claim, the indemnified party, such approval not to be unreasonably withheld or delayed provisions of Section 16.3(e) shall govern. (provided, however, that d) Upon assumption of the indemnified party’s approval shall not be required with respect to counsel designated defense of a Claim by the Indemnifying Party’s insurer); : (iii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay assume sole control and responsibility for dealing with the fees or disbursements of any counsel engaged by the indemnified party for services rendered after Claim; (ii) the Indemnifying Party has given may, at its own cost, appoint as counsel in connection with conducting the written notice provided for above to defense and handling of such Claim any law firm or counsel reasonably selected by the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defenseIndemnifying Party; and (iii) the Indemnifying Party shall have keep the right, without the consent Indemnified Party informed of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason status of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but Claim; and (iv) the Indemnifying Party shall have the right to control such defense (other than in settle the event of a conflict of interest between Claim on any terms the parties with respect to such claim or defense). In no event Indemnifying Party chooses; provided, however, that it shall (i) the indemnified party settle any claim not, without the prior written consent of the Indemnifying Indemnified Party so long as (such consent not to be unreasonably withheld, conditioned, or delayed), agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party is conducting and shall be entitled to participate in, but not control, the defense thereof of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information, and testimony, provide witnesses, and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in accordance with this Agreement; connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (iie) if a claim is covered by If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 16.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s liability insuranceexpense, take select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such Claim and defend or omit to take any action which would cause the insurer not to defend handle such claim or to disclaim liability Claim in respect thereof.such manner as it may deem appropriate. In such

Indemnification Procedure. Any party obligated to indemnify Promptly after any the other party Partnership Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any In the event that the Company seeks indemnification hereunder, the Company (the "Indemnified Party") agrees to give the party that would be obligated to indemnify the other party under this Agreement provide such indemnification (the “an "Indemnifying Party”") shall have the right, by prompt written notice to the indemnified party, to assume the defense of any claim with claim, assertion, event or proceeding by or in respect of a third party of which it has knowledge concerning any liability or damage as to which the indemnified party is entitled to it may request indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the The Indemnifying Party shall have the right to control said direct, through counsel of its own choosing, the defense and shall not be required to pay the fees or disbursements settlement of any such claim or proceeding at its own expense, which counsel engaged shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party incurred in connection with such participation shall be paid by the indemnified party Indemnified Party; provided, however, that the Indemnifying Party shall be responsible for services rendered after such expenses if the Indemnified Party reasonably concludes that counsel selected by the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties interest. The Indemnified Party shall cooperate with respect to such claim or defense; and (iii) the Indemnifying Party shall have in the right, without the consent defense or settlement of the indemnified party, to settle any such claim, provided that such settlement involves only the payment of moneyassertion, event or proceeding. If the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer elects not to compromise or defend such claim or proceeding or contests its obligation to disclaim liability in respect thereofindemnify hereunder, the Indemnified Party hereof may pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably delayed or withheld.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld, delayed or conditioned), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Article VI are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any (a) A claim for indemnification for any matter not involving a Third-Party Claim shall be asserted by prompt notice to the party obligated from whom indemnification is sought; provided, however, that failure to indemnify so notify the other party Indemnifying Party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article VI, except to the extent the Indemnifying Party is prejudiced as a result of such failure, and except as otherwise provided in Section 6.01 and Section 6.02. (b) Promptly after any NEP Related Party, Purchaser Related Party, or the Company, as applicable (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit, or proceeding by a third person which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such Third-Party Claim, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records, and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has, within ten (10) Business Days of when the expense Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there are reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) Upon obtaining knowledge thereof, the party obligated to indemnify be indemnified hereunder (the other “Indemnified Party”) shall promptly notify the indemnifying party under this Agreement hereunder (the “Indemnifying Party”) in writing of any Claim which the Indemnified Party has determined has given or could give rise to a Claim for which indemnification rights are granted hereunder (such written notice referred to as the “Notice of Claim”); provided, that, the failure by the Indemnified Party to provide the Notice of Claim with reasonable promptness shall only relieve the Indemnifying Party of its indemnification obligations hereunder if and to the extent that the Indemnifying Party’s ability to defend has been actually and materially prejudiced by such failure. The Notice of Claim shall specify, in all reasonable detail, the nature and estimated amount of any such Claim giving rise to a right of indemnification. (b) With respect to any matter set forth in a Notice of Claim relating to a third party Claim, subject to the following sentence, the Indemnifying Party may compromise or defend, at the Indemnifying Party’s own expense, and by the Indemnifying Party’s own counsel, any such matter involving the asserted liability of the Indemnified Party; provided, however, that no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall in any event not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law by the Indemnified Party or any violation of the rights of any Person by the Indemnified Party, (ii) there is no effect on any other Claims that may be made against the Indemnified Party, and (iii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. Notwithstanding the foregoing, if the Indemnifying Party elects not to compromise or defend such matter, then the Indemnified Party, at its expense and its own counsel, may defend such matter (without compromising its rights to indemnification pursuant to this Article VI). The Indemnifying Party shall have the rightno liability with respect to any such matter, by written notice to the indemnified party, to assume the defense of which is compromised without the Indemnifying Party’s consent (unless such consent was unreasonably withheld or delayed). In any claim with respect to which event, the indemnified party is entitled to indemnification hereunderIndemnified Party, the Indemnifying Party and the Indemnifying Party’s counsel (and, if applicable, the Indemnified Party’s counsel) shall cooperate in good faith in the compromise of, or the defense against, any such asserted liability. If the Indemnifying Party gives such written noticechooses to defend any Claim, (i) the Indemnified Party shall be entitled, at the Indemnified Party’s expense, to participate in such defense and shall be conducted by counsel selected by make available to the Indemnifying Party and approved by the indemnified partyany books, records, or other documents within its control that are reasonably necessary or appropriate for such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any (a) The party obligated or parties being indemnified are referred to indemnify herein as the other "Indemnified Party" and the indemnifying party under this Agreement (is referred to herein as the “"Indemnifying Party”) ." In the event that any party shall have incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, the right, Indemnified Party shall assert a claim for indemnification by written notice (the "Indemnification Notice") to the indemnified partyIndemnifying Party stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, the Indemnification Notice shall be given within thirty (30) days of the filing or other written assertion of any such claim against the Indemnified Party, but the failure of the Indemnified Party to assume give the Indemnification Notice within such time period shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected action has been prejudiced by the Indemnifying Party and approved by Indemnified Party's failure to give such Indemnification Notice. (b) In the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party case of third party claims for which indemnification is conducting such defense with reasonable diligencesought, the Indemnifying Party shall have the right option (i) to control said defense and conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be required unreasonably withheld or delayed)), and (iii) to pay the fees or disbursements of employ counsel to contest any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; liability in the name of the Indemnified Party or otherwise. In any event, the Indemnified Party shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnifying Party shall, within twenty (iii20) days of receipt of the Indemnification Notice, notify the Indemnified Party of its intention to assume the defense of such claim. If (i) the Indemnifying Party shall decline to assume the defense of any such claim, (ii) the Indemnifying Party shall fail to notify the Indemnified Party within twenty (20) days after receipt of the Indemnification Notice of the Indemnifying Party's election to defend such claim or (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or in addition to those available to the Indemnifying Party or a conflict exists between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the rightright to direct the defense of such action on behalf of the Indemnified Party), the Indemnified Party shall defend against such claim and the Indemnified Party may settle such claim without the consent of the indemnified partyIndemnifying Party, and the Indemnifying Party may not challenge the reasonableness of any such settlement. The expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnifying Party (up to settle a limit of one counsel in the case of attorneys' fees) and the Indemnifying Party shall pay the Indemnified Party, in immediately available funds, as such Losses are incurred upon receipt of supporting documentation thereof. Regardless of which party shall assume the defense of the claim, provided the parties agree to cooperate fully with one another in connection therewith. In the event that such settlement involves only any Losses incurred by the Indemnified Party do not involve payment by the Indemnified Party of moneya third party claim, then, the Indemnifying Party pays all amounts due in connection with shall pay, within ten (10) days after agreement on the amount of Losses or by reason the occurrence of a determination of such settlement andamount payable, to the Indemnified Party, in immediately available funds, the amount of such Losses. Anything in this Section 5.3 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as part an unconditional term thereof, the indemnified party is unconditionally released giving by the claimant or plaintiff to the Indemnified Party, a release from all liability in respect of such claim. . (c) The indemnified remedies provided for in this Article V shall not be exclusive of any other rights or remedies available to one party shall have against the right to participate other, either at law or in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofequity.

Indemnification Procedure. Any party obligated to indemnify Promptly after Purchaser or other Person indemnified hereunder (hereinafter, the other party "Indemnified Party") has received notice or has knowledge of any claim for indemnification hereunder, or the commencement of any action or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (Agreement, the “Indemnifying Party”) Indemnified Party shall give the Company written notice of such claim or the commencement of such action or proceeding, but failure so to notify the Company will not relieve the Company from any liability which it may have to such Indemnified Party hereunder except to the extent that the Company is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim. The Company shall have the rightright to defend and settle, at its own expense and by written notice to its own counsel, any such matter as long as the indemnified party, to assume Company pursues the defense of any claim with respect to which the indemnified party is entitled to indemnification hereundersame diligently and in good faith. If the Indemnifying Company undertakes to defend or settle, it shall promptly notify the Indemnified Party gives such written noticeof its intention to do so, (i) such and the Indemnified Party shall cooperate with the Company and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Company with any books, records and other information reasonably requested by the Company and in the Indemnified Party's possession or control. Such cooperation of the Indemnified Party shall be conducted by counsel selected at the cost of the Company. After the Company has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Company diligently pursues such defense, the Company shall not be liable for any additional legal expenses incurred by the Indemnifying Indemnified Party and approved by the indemnified party, in connection with any defense or settlement of such approval not to be unreasonably withheld or delayed (asserted liability; provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified partyentitled (i) at its expense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by asserted liability and the Indemnifying Party at the expense negotiations of the indemnified partysettlement thereof or (ii) if (A) the Company has failed to assume the defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Company and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or additional to those available to the Company or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Company, but then the Indemnifying Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense). In no event participation to be reimbursed by the Company as incurred, and the Company shall (i) the indemnified party not settle any such claim without the consent of the Indemnifying Indemnified Party so long as unless the Indemnifying settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the Indemnified Party. If the Indemnified Party is conducting undertakes such a defense through counsel of its choice, the defense thereof Indemnified Party may settle such matter, and the Company shall reimburse the Indemnified Party for the amount paid in accordance with this Agreement; such settlement and any other liabilities or (ii) if a claim is covered expenses incurred by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability Indemnified Party in respect thereofconnection therewith.

Indemnification Procedure. Any party obligated (a) Whenever any Loss is asserted against or incurred by a Maverick Indemnified Party or Harpoon Indemnified Party (the “Indemnified Party”) which the Indemnified Party has determined has given or would reasonably give rise to indemnify a right of indemnification under this Agreement, the Indemnified Party will give written notice thereof (a “Claim”) to the other party under this Agreement Party (the “Indemnifying Party”) shall as promptly as reasonably practicable. The Indemnified Party will furnish to the Indemnifying Party in reasonable detail such information as the Indemnified Party may have with respect to the rightClaim. The failure to give such notice will not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend an action by a Third Party giving rise to such Claim. (b) In the case of a claim by a Third Party (a “Third Party Claim”), within thirty (30) days after delivery of such notice, the Indemnifying Party may, upon written notice thereof to the indemnified partyIndemnified Party, to assume and at its expense, undertake and conduct the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If such Third Party Claim at the Indemnifying Party gives such written noticeParty’s expense and with attorneys of its own choosing and reasonably acceptable to the Indemnified Party, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval Indemnifying Party shall have acknowledged in writing to the Indemnified Party the unqualified obligation of the Indemnifying Party to indemnify the Indemnified Parties for such Third Party Claim as provided in this ARTICLE VIII and the Indemnifying Party shall actively and diligently conduct the defense of the Third Party Claim or shall lose its right to assume and control such defense. The Indemnified Party shall be entitled to participate in, but not be required with respect to determine or conduct, the defense of such Third Party Claim, and to employ counsel designated separate from the counsel employed by the Indemnifying Party, at the Indemnified Party’s insurer); expense. The Indemnifying Party shall not, except with the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Party, (ii) so long as does not include the Indemnifying giving by each claimant or plaintiff to the Indemnified Party of a release from all liability with respect to such Claim, (iii) would lead to liability or create any financial or other obligation on the part of the Indemnified Party that it is conducting such defense with reasonable diligencenot subject to indemnification hereunder, (iv) relates to Taxes or (v) disparages the Indemnified Party or any of its Affiliates or contains an admission of criminal wrongdoing. Notwithstanding the foregoing, the Indemnifying Party shall have the right to control said defense and shall not be required entitled to pay assume or maintain control of the fees or disbursements defense of any counsel engaged Third Party Claim if (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) the Third Party Claim relates to or arises in connection with any Intellectual Property that is Controlled by the indemnified party for services rendered after Indemnified Party, (C) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (D) the Third Party Claim involves a regulatory matter or involves the violation or alleged violation of Law or (E) control of such Third Party Claim by the Indemnifying Party has given would be reasonably likely to have, in the written notice provided for above to reasonable judgment of the indemnified partyIndemnified Party, except if there is a conflict negative effect on (I) the reputation of interest between the parties Indemnified Party or any of its respective Affiliates or (II) the relationship of the Indemnified Party and its Affiliates with respect to such claim a material customer or defense; and (iii) business partner. If the Indemnifying Party shall have the right, without the consent of the indemnified party, does not elect to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in undertake and conduct the defense of such claim being defended by Third Party Claim, contests the obligation of the Indemnifying Party at to indemnify the expense Indemnified Party or is prohibited from assuming the defense of such Third Party Claim by this Section 8.3(b), the indemnified party, but the Indemnifying Indemnified Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to may settle or defend against such claim in its sole and absolute discretion, provided, however, that if the Indemnified Party settles, adjusts or defense). In no event shall (i) the indemnified party settle compromises any claim such Third Party Claim without the written consent of the Indemnifying Party, then such settlement, adjustment or compromise shall not be determinative of the amount of Losses incurred by the Indemnified Party so long in connection with such Third Party Claim. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) The Party controlling such defense will keep the Indemnifying other Party is conducting advised of the status of such Claim and the defense thereof in accordance with this Agreement; or (ii) if a claim is covered and will consider recommendations made by the Indemnifying other Party with respect thereto. As reasonably requested by the Party controlling such defense, the other Party will cooperate in such defense and make available to the Party controlling such defense all witnesses, records, materials and information in such other Party’s liability insurance, take possession or omit to take any action which would cause the insurer not to defend under such claim or to disclaim liability in respect thereofother Party’s control relating thereto.

Indemnification Procedure. Any (a) Whenever any Loss shall be asserted against or incurred by any Buyer Indemnitee or Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee (or, if not a party, the party obligated that is related to indemnify such Buyer Indemnitee or Seller Indemnitee) (the other party under this Agreement “Indemnified Party”), shall give written notice thereof (a “Claim”) to Sellers or Buyer, respectively (the “Indemnifying Party”) ). The Indemnified Party shall have the right, by written notice furnish to the indemnified partyIndemnifying Party in reasonable detail such information as the Indemnified Party may have with respect to the Claim (including in any case copies of any summons, complaint or other pleadings that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The failure to assume give such notice shall not relieve the Indemnifying Party of any of its indemnification obligations under this Agreement unless (and then only to the extent that) such failure materially and adversely affects the ability of the Indemnifying Party to defend against the Claim. (b) If the Claim is based on a claim of a Person that is not a party to this Agreement, the Indemnifying Party shall, at its expense, undertake the defense of any claim such Claim, with respect counsel of its own choice (such counsel being subject to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected approval by the Indemnifying Party and approved by the indemnified partyIndemnified Party, such which approval shall not to be unreasonably withheld or delayed (delayed), and shall pay any amounts in settlement and all costs and damages awarded against or incurred by the Indemnified Party or any other Indemnified Person, with the Indemnifying Party having the right to control the defense and settlement of such Claim; provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (iii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party each Indemnified Person shall have the right to participate in the defense of such claim being defended by matter with counsel of its own choice, but the Indemnifying Party fees and expenses of such counsel shall be at the expense of the indemnified partyIndemnified Person unless (x) in the Indemnified Party’s reasonable judgment, but based upon the advice of its counsel, it is advisable in light of the separate interests of the Indemnified Person and the Indemnifying Party for the Indemnified Person to be represented by separate counsel, or (y) the Indemnifying Party shall not have employed counsel to represent or defend the right to control such defense (other than in the event of Indemnified Person within a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent reasonable time after notice of the Indemnifying Party so long as Claim; in either such case, the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered reasonable fees and expenses of separate counsel shall be paid by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause ; and (ii) the insurer Indemnified Person shall approve in writing (such approval not to defend be unreasonably withheld or delayed) any settlement or compromise, or any consent to the entry of any judgment with respect to the Claim, unless such claim settlement, compromise or consent includes as an unconditional term thereof the giving by each claimant or plaintiff to disclaim each Indemnified Person of a release from all liability in respect thereofto such Claim and there shall be no other terms or conditions as part of such settlement, compromise or consent that could reasonably be expected to materially and adversely affect any such Indemnified Person. To the extent requested by the Indemnifying Party, each Indemnified Person agrees to reasonably cooperate with the Indemnifying Party and its counsel in connection with the Claim, provided that the Indemnifying Party shall reimburse the Indemnified Person for any direct out-of-pocket expenses associated with the same. Each Indemnified Person and each Indemnifying Party shall use reasonable efforts to keep the other party informed at all times as to the status of its efforts with respect to any Claim covered hereby and to consult with the other party concerning its efforts.

Indemnification Procedure. Any (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the party obligated from whom indemnification is sought in accordance with the terms and conditions of this Agreement; provided, however, that failure to indemnify so notify the other Indemnifying Party shall not preclude the Indemnified Party from any indemnification that it may claim in accordance with this Article V unless and to the extent the Indemnifying Party is materially prejudiced by such failure. (b) Promptly after any Company Related Party or Investors Related Party (in such context, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder from, or the commencement of any action, suit or proceeding by, a person unaffiliated with either party or its respective Affiliates, which claim the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “Third Party Claim”), the Indemnified Party shall give the indemnitor hereunder (in such context, the “Indemnifying Party”) shall have the right, by written notice of such Third Party Claim identifying the nature and the basis of such Third Party Claim to the indemnified partyextent then known, but failure or delay to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, the failure or delay. The Indemnifying Party shall have the right to assume and control said the defense of, and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith and irrevocably agrees to provide indemnification hereunder, provided, that notwithstanding anything to the contrary in this Section 5.4, the Indemnifying Party shall not be required entitled to pay assume the fees or disbursements defense of any counsel engaged by Third Party Claim (and to the indemnified party for services rendered after extent the Indemnifying Party has given assumed the written notice provided for above defense, shall transfer control of such defense to the indemnified partyIndemnified Party) if (i) such Third Party Claim seeks equitable relief or such Third Party Claim involves a criminal action, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iiiii) the Indemnifying Party shall not have assumed the rightdefense of such Third Party Claim within 10 Business Days of receipt of notice of such claim for indemnity or (iii) such Third Party Claim exceeds the Purchase Price. If the Indemnifying Party undertakes to assume and control the defense or settle such Third Party Claim, without the consent it shall promptly, and in no event later than ten (10) Business Days after notice of the indemnified party, to settle such claim, provided that notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate in good faith with the Indemnifying Party and its counsel in all reasonable respects in the defense thereof or the settlement thereof. Subject to the requirements of applicable Law, any material agreement pursuant to which the Indemnified Party or the Indemnifying Party is bound and the applicability of attorney-client privilege, such settlement involves only cooperation shall include, but shall not be limited to, furnishing the payment Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. The Indemnifying Party shall bear all reasonable and documented out-of-pocket costs of moneythe Indemnified Party associated with such cooperation by the Indemnified Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense in good faith, the Indemnifying Party pays all amounts due shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its own expense, to participate in the defense of such claim being defended by asserted liability and any negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has, within ten (10) Business Days of when the expense Indemnified Party provides written notice of a Third Party Claim, failed to (x) assume the defense or settlement of such Third Party Claim, and (y) notify the Indemnified Party of such assumption, or (B) the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be one or more reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then, in each case, the Indemnified Party shall have the right to control select one (1) separate counsel and, upon prompt notice to the Indemnifying Party, to assume such settlement or legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any provision of this Agreement to the contrary, the Indemnifying Party shall (i) the indemnified party not settle any indemnifiable claim hereunder without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrongdoing by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the other party "Indemnified Party") has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “"Indemnifying Party”") shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party's possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof Indemnified Party. The remedies provided for in accordance with this Agreement; Section 6 are cumulative and are not exclusive of any remedies that may be available to a party at law or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take in equity or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofotherwise.

Indemnification Procedure. Any party obligated to indemnify Promptly after any AMID Related Party or Purchaser Related Party (hereinafter, the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Party so long as Indemnified Party, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify Each Party will notify the other party under Party in writing in the event it becomes aware of a Third Party Claim for which indemnification may be sought hereunder. The Party entitled to indemnification pursuant to this Agreement Article 11 (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense in writing upon being notified of or having knowledge of any claim with respect Third Party Claim asserted or threatened against the Indemnified Party that could give rise to which a right of indemnification under this Agreement; provided that the indemnified party is entitled failure to indemnification hereunder. If give such notice will not relieve the Indemnifying Party gives of its indemnity obligation hereunder except to the extent that such written noticefailure materially prejudices the Indemnifying Party. The Indemnifying Party and Indemnified Party will meet to discuss how to respond to any Third Party Claim. The Indemnified Party will cooperate fully with the Indemnifying Party in defense of such Third Party Claim, at such Indemnifying Party’s cost and expense. In any such Third Party Claim, the Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party, unless (ia) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, Indemnified Party agree to the retention of such approval not counsel or (b) the named parties to be unreasonably withheld or delayed any such proceeding (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (iiincluding any impleaded parties) so long as include both the Indemnifying Party is conducting 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. All such defense with reasonable diligence, fees and expenses of the Indemnified Party by application of the foregoing clause (a) or (b) will be reimbursed as they are incurred. The Indemnifying Party shall have the right to control said defense and shall will not be required to pay the fees or disbursements liable for any settlement of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the proceeding effected without its written notice provided for above to the indemnified partyconsent, except but, if settled with such consent or if there is a conflict of interest between final judgment for the parties with respect to such claim or defense; and (iii) plaintiff, then the Indemnifying Party shall have agrees to indemnify the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with or from and against any Losses by reason of such settlement andor judgment. The Indemnifying Party will not, as part thereofwithout the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the indemnified Indemnified Party is, or could have been, a party is unconditionally released and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability in respect on claims that are the subject matter of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofproceeding.

Indemnification Procedure. Any party obligated In the event of a claim by a Third Party against any Person entitled to indemnify indemnification under this Agreement, the relevant indemnified Party (the “Indemnified Party”) shall promptly notify the other party under this Agreement Party (in such capacity, the “Indemnifying Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in this Section 6.3 shall have not relieve the rightIndemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within thirty (30) days after delivery of such notification, by the Indemnifying Party may, upon written notice thereof to the indemnified partyIndemnified Party, undertake and solely manage and control, at its sole expense and with counsel reasonably satisfactory to assume the Indemnified Party, the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunderclaim. If the Indemnifying Party gives does not undertake such written noticedefense, (i) the Indemnified Party shall control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, be conducted separately represented in such action. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by counsel selected by the other Party with respect thereto. Except if the Indemnifying Party and approved by did not undertake defense of the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceclaim, the Indemnifying Party shall have not be liable for any litigation costs or expenses incurred by the right to control said defense and Indemnified Party without the Indemnifying Party’s written consent. The Indemnified Party shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party so long as the Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is conducting the defense thereof in accordance with this Agreement; shall not settle any such action, suit, proceeding or (ii) if a claim is covered by the Indemnifying Party’s liability insuranceclaim, take or omit consent to take any action which would cause the insurer not to defend such claim or to disclaim liability judgment in respect thereof, that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party, without the prior written consent of the Indemnified Party.

Indemnification Procedure. Any party (the "Indemnified Party") that may be entitled to indemnification under this Agreement shall give notice to the party obligated to indemnify the other party under this Agreement (the “"Indemnifying Party”") reasonably promptly after the assertion by a third party of a claim against the Indemnified Party in respect of which the Indemnified Party intends to seek indemnification, but the delay in notifying the Indemnifying Party shall have the right, by written notice not relieve it of any obligations hereunder except to the indemnified party, extent that such delay adversely affects the ability of the Indemnifying Party to assume conduct the defense of any claim such claim. The Indemnified Party shall be entitled to participate in such defense, but shall not be entitled to indemnification with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) expenses of such defense shall be conducted by counsel selected by incurred after the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, date the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in assumed the defense of such the claim being defended by with counsel satisfactory to the Indemnified Party. The Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party may not settle any claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld). If notice is given to an Indemnifying Party so long as of the assertion by a third party of a claim against the Indemnified Party and the Indemnifying Party does not, within ten (10) days after the Indemnified Party's notice is conducting given, give notice to the Indemnified Party of its election to assume the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by thereof, the Indemnified Party may, at the Indemnifying Party’s liability insurance's expense, take or omit to take any action which would cause the insurer not select counsel to defend such claim, and defend such claim in such manner as it may deem appropriate, and the Indemnifying Party shall be bound by any determination made with respect to such claim or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it other than as a result of monetary damages or that the Indemnified Party may have claims or interests opposed to disclaim liability in respect thereofthat of the Indemnifying Party, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such claim, but the Indemnifying Party shall not be bound by any determination of a claim so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Indemnification Procedure. Any Promptly after any indemnified party obligated to indemnify hereunder (the other party “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action, suit or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be required to pay limited to, furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (a) at its expense, to assist the indemnified party, except if there is a conflict Indemnifying Party in the defense of interest between such asserted liability and the parties with respect to such claim or defense; negotiations of the settlement thereof and (iiib) if (i) the Indemnifying Party shall have has failed to assume the right, without defense or (ii) if the consent of defendants in any such action include both the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, Indemnified Party and the Indemnifying Party pays all amounts due and counsel to the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in connection addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with or by reason the interests of such settlement andthe Indemnifying Party, as part thereof, then the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such claim being defended action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party at the expense as incurred. Notwithstanding any other provision of the indemnified partythis Agreement, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as which consent shall not be unreasonably withheld or delayed, unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Promptly after any party obligated to indemnify seeking reimbursement has received notice of any indemnifiable claim hereunder (the other party “Indemnified Party”), or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) shall have the right, by written notice of such claim or the commencement of such action or proceeding, but failure to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If so notify the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by will not relieve the Indemnifying Party and approved by from any liability it may have to such Indemnified Party hereunder except to the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting materially prejudiced by such defense with reasonable diligence, failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to control said defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall not be required to pay include furnishing the fees or disbursements of Indemnifying Party with any counsel engaged books, records and other information reasonably requested by the indemnified party for services rendered after Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has given notified the written notice provided Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for above to so long as the indemnified partyIndemnifying Party diligently pursues such defense, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with any defense or by reason settlement of such settlement andasserted liability; provided, as part thereofhowever, that the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnified Party shall have the right be entitled (i) at its expense, to participate in the defense of such claim being defended by asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party at has failed to assume the expense defense or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the indemnified party, but Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to control select a separate counsel with consent of the Indemnifying Party and to assume such legal defense (other than and otherwise to participate in the event defense of a conflict such action, with the expenses and fees of interest between the parties with respect such separate counsel and other expenses related to such claim or defense)participation to be reimbursed by the Indemnifying Party as incurred. In no event Notwithstanding any other provision of this Agreement, the Indemnifying Party shall (i) the indemnified party not settle any indemnified claim without the consent of the Indemnifying Indemnified Party so long as (which consent shall not be unreasonably withheld), unless the Indemnifying Party is conducting settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.