Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming the defense event that any claim is asserted against any party hereto by a third party, or any party hereto is made a party defendant in any such action or proceeding, and such claim, action or proceeding involves a matter which is the subject of any Third Party Claimthis indemnification, then such party (an “Indemnified Party”) shall give written notice to the other party hereto (the “Indemnifying Party: (a”) of such claim, action or proceeding; provided that the failure to give such notice shall act diligently and in good faith with respect to all matters relating not affect the rights of the Indemnified Party except to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by extent the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified is materially prejudiced by such failure. The Indemnifying Party informed of the status of such Third Party Claim; (d) shall have the right to settle join in the Claim on any terms defense of said claim, action or proceeding at such Indemnifying Party’s own cost and expense and, if the Indemnifying Party chooses, subject agrees in writing to prior notification be bound by and to promptly pay the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve full amount of any Third Party Claim final judgment from which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which no further appeal may be taken and if the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf reasonably assured of the Indemnified Indemnifying Party’s ability to satisfy such agreement, then at the option of the Indemnifying Party, without prior written consent such Indemnifying Party may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (to join in the defense of said claim, action or proceeding at its own cost and expense) . Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance that would be present in person reasonably expected to, or through counsel at all legal proceedings giving does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Losses. Notwithstanding the foregoing, with respect to any claim involving or relating to Seller’s (a) ownership of the Assets, free and clear of any encumbrances, or (b) right and ability to transfer all right, title and interest in and to the Assets to Buyer, or (c) right and ability to transfer control of LicenseCo, as contemplated by this Agreement, Seller shall have the express right to control the defense of any such matters; provided, however, that Buyer shall have the right of indemnificationto approve or reject any settlement or other proposed final resolution if, and only if, such settlement or resolution would subject Buyer, LicenseCo or their Affiliates to non-monetary penalties or restrictions, including (without limitation) restrictive covenants, injunctions or other equitable relief.

Indemnification Procedure. In assuming (a) A party that may be entitled to indemnification pursuant to Section 6.1 or 6.2 (the defense "Indemnitee") shall promptly give written notice (a "Notice of Claim") to the party liable for such indemnification (the "Indemnitor"). A Notice of Claim shall set forth (a) a description, in reasonable detail, of the facts and circumstances with respect to the subject matter of such claim or potential claim for indemnification, and (b) the anticipated total amount of the indemnification claim (including any Third Party costs or expenses which have been or may be reasonably incurred in connection therewith). Upon receipt of a Notice of Claim, the Indemnifying Party: (a) shall act diligently and in good faith with respect Indemnitor may elect to all matters relating to cure the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings circumstances giving rise to the right indemnification claim (the "Event of Loss") within thirty (30) days after the date of receipt of the Notice of Claim. If such cure cannot be effected within such 30-day period, payment of the amount of actual damage, loss, cost, expense or liability (including reasonable attorneys' fees) (collectively, "Damages") due to the Indemnitee as set forth in the Notice of Claim shall be made by Indemnitor no later than the thirtieth (30th) day after the date of the Notice of Claim (or such later date as the Indemnitor receives written notice that the Indemnitee has suffered Damages). The Indemnitee's failure to give prompt notice or to provide copies of documents or to furnish relevant data shall not constitute a defense (in whole or in part) to any claim by the Indemnitee against the Indemnitor for indemnification, except and only to the extent that such failure shall have caused or increased such liability or adversely affected the ability of the Indemnitor to defend against or reduce its liability.

Indemnification Procedure. In assuming (a) Each party entitled to indemnification under this Article 6 (the “Indemnified Party”) will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after that Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and, if the Indemnifying Party acknowledges its liability hereunder, will permit the Indemnifying Party to assume the defense of any Third Party Claimclaim or any litigation, provided that counsel for the Indemnifying Party: , who will conduct the defense of the claim or litigation, will be approved by the Indemnified Party (a) shall act diligently whose approval will not be unreasonably withheld), and the Indemnified Party may participate in good faith with respect the defense at that party’s expense, and provided further that the failure of any Indemnified Party to all give notice as provided in this Agreement will not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give the notice is materially prejudicial to an Indemnifying Party’s ability ‘to defend that action and provided further, that the Indemnifying Party will not assume the defense for matters relating to in which there is, in the defense, settlement or disposition reasonable opinion of such Third Party Claim as the defense, settlement or disposition relates outside counsel to the Indemnified Party; (b) may, at its own costa conflict of interest or separate and different defenses. No Indemnifying Party, appoint as counsel in connection with conducting the defense and handling of any such Third Party Claim claim or any law firm resulting litigation, will, except with the consent of each Indemnified Party, consent to entry of any judgment or counsel reasonably selected by enter into any settlement which does not include as an unconditional term from the Indemnifying Party and reasonably acceptable claimant or plaintiff to the Indemnified Party; (c) keep the Indemnified Party informed of a release from all liability in respect of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle claim or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationlitigation.

Indemnification Procedure. In assuming Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by Notice to the other party, to assume the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith claim with respect to all matters relating which the other party is entitled to indemnification hereunder. If the defenseIndemnifying Party gives such notice, settlement or disposition of (i) such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as defense shall be conducted by counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable approved by the other party, such approval not to be unreasonably withheld or delayed (provided, however, that the Indemnified other party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (cii) keep so long as the Indemnified Indemnifying Party informed of is conducting such defense with reasonable diligence, the status of such Third Indemnifying Party Claim; (d) shall have the right to settle control said defense and shall not be required to pay the Claim on fees or disbursements of any terms counsel engaged by the other party for services rendered after the Indemnifying Party chooses, subject to prior notification has given the Notice provided for above to the Indemnified Partyother party, except if there is a conflict of interest between the parties with respect to such claim or defense; provided that and (iii) the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on have 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 Partyright, without prior written the consent of the Indemnified Partyother party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with to settle such claim, but only provided that such settlement involves only the payment of money and without the admission of any wrongdoing, the Indemnifying Party pays all amounts due in its connection with or by reason of such settlement and, as part thereof, the other party is unconditionally released from all liability in respect of such claim. The other party shall have the right to participate in the defense of any Third Party Claim for which such claim being defended by the Indemnifying Party has assumed at the expense of the other party (other than in the event of a conflict of interest between-the parties with respect to such claim or defense), 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 other 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 Section 15.3.3Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, and shall have take or omit to take any action which would cause the right (at its own expense) insurer not to be present defend such claim or to disclaim liability in person or through counsel at all legal proceedings giving rise to the right of indemnificationrespect thereof.

Indemnification Procedure. In assuming (a) If the defense claim or demand set forth in the Notice of any Third Claim given by the Indemnified Party Claimpursuant to Section 13.04 of this Agreement is a claim or demand asserted by a third party, the Indemnifying Party: Party shall have fifteen (a15) shall act diligently and days after the Date of the Notice of Claim to notify the Indemnified Party in good faith with respect writing of its election to all matters relating to the defense, settlement defend such third party claim or disposition demand on behalf of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) mayprovided, at its own costhowever, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve have a right to assume the defense of any Third Party Claim which could lead to liability or create any financial or other obligation on the part of such claim unless (i) it shall provide the Indemnified Party for which with a written acknowledgement of its obligations to indemnify the Indemnified Party hereunder, and (ii) if the Indemnifying Party is not entitled a party to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of proceeding, the Indemnified PartyParty has not determined in good faith that joint representation would be inappropriate. If the Indemnifying Party elects to defend such third party claim or demand, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials which are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with with, and assist the Indemnifying Party in its the defense of any Third Party Claim for which of, such third party claim or demand, and so long as the Indemnifying Party has assumed is defending such third party claim or demand in good faith, the defense in accordance with this Section 15.3.3Indemnified Party shall not pay, and settle or compromise such third party claim or demand. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall have the right (to participate in the defense of such third party claim or demand, at its own expense. If the Indemnifying Party does not elect to defend such third party claim or demand, or does not defend such third party claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such third party claim or demand; provided, however, that (i) the Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; and (ii) the Indemnified Party's defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article XIII. If the Indemnifying Party assumes the defense of a proceeding, (x) no compromise or settlement of such claims may be present effected by the Indemnifying Party without the Indemnified Party's consent unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary damages that are paid in person full by the Indemnifying Party, and (y) the Indemnified Party shall have no liability with respect to any compromise or through counsel at all legal proceedings giving rise to the right settlement of indemnificationsuch claims effected without its consent.

Indemnification Procedure. In assuming As a condition precedent to a Party’s (the defense of “Indemnifying Party”) obligations to indemnify, defend and hold harmless any Third MTPC Indemnitee or MINERALYS Indemnitee (collectively, an “Indemnified Party”) pursuant to Section 14.2 or 14.3 above, the Indemnified Party Claimshall promptly notify in writing, and provide a copy to, the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party receives of any claim that may be subject to such obligations. An Indemnified Party: (a) shall act diligently and in good faith with respect ’s failure to all matters relating deliver written notice, to the defenseextent prejudicial to the Indemnifying Party’s ability to defend such claim, settlement or disposition shall relieve the Indemnifying Party of such Third Party Claim as the defense, settlement or disposition relates liability to the Indemnified Party; (b) mayParty under Section 14.2 or 14.3 hereof, at its own costas applicable. The Indemnified Party shall allow the Indemnifying Party the control of the defense and settlement thereof, appoint and assist in such defense and settlement as counsel the Indemnifying Party may reasonably request in connection with conducting the defense and handling settlement of such Third Party Claim any law firm or counsel reasonably selected by the claim (at the Indemnifying Party’s sole cost and expense), and the Indemnifying Party and reasonably acceptable to shall assume the Indemnified Partydefense thereof with counsel of its choosing; (c) keep provided, that the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on participate in any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part such proceeding with counsel of the its choosing at its own expense. No Indemnified Party for which may settle a claim or action covered by this Section 14.2 or 14.3 without 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, without prior written consent of the Indemnified Party, Indemnifying Party which may consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. The Any payment made by an Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense violation of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and 14.4 to settle any such claim or action shall have the right (be at its own cost and expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming Each party entitled to indemnification under this Agreement (the “Indemnified Party”) shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any Third Party Claimclaim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party: (a) Party who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defense, settlement claim or disposition relates litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; (b) mayand provided, at further, that the omission by any Indemnified Party to give prompt notice as provided in this Article VIII shall not relieve the Indemnifying Party of its own costindemnification obligations under this Agreement, appoint as counsel except to the extent that the omission results in connection with conducting the defense and handling a failure of such Third Party Claim any law firm or counsel reasonably selected by actual prompt notice to the Indemnifying Party and reasonably acceptable such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party; (c) keep , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party informed of a release from all liability with respect to such claim or litigation. In the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided event that the Indemnifying Party shall does not settle or otherwise resolve accept the defense of any Third Party Claim which could lead to liability or create any financial or other obligation on the part of matter as provided in this section 8.2, the Indemnified Party for which shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party is not entitled to indemnification hereunder or which admits Party’s sole discretion. In any wrongdoing or responsibility for the claim on behalf of event, the Indemnified Party, without prior written consent of the Indemnified Indemnifying Party, which may not be unreasonably withheld or delayed. The Indemnified Party CSC and RDRD shall reasonably each cooperate with in the Indemnifying Party in its defense of any Third Party Claim for which such action and the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and records of each shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise available to the right of indemnificationother with respect to such defense.

Indemnification Procedure. In assuming If either Party is seeking indemnification under Sections 11.1 or 11.2 (the defense of any Third “Indemnified Party”), it shall inform the other Party Claim, (the “Indemnifying Party: (a”) shall act diligently and in good faith with respect to all matters relating of the Claim giving rise to the defenseobligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, settlement however, that the failure or disposition delay by an Indemnified Party to give such notice of such Third Party a Claim as shall not affect the defense, settlement or disposition relates indemnification provided hereunder except to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by extent the Indemnifying Party shall have been actually and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status materially prejudiced as a result of such Third failure or delay to give notice). The Indemnifying Party Claim; (d) shall have the right to settle assume the defense of any such Claim on any terms the Indemnifying Party chooses, subject for which it is obligated to prior notification to indemnify the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which and the Indemnifying Party’s insurer as the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right (to participate, at its own expense) expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be present in person unreasonably withheld, conditioned or through counsel at all legal proceedings giving rise delayed. If the Parties cannot agree as to the application of Sections 11.1 or 11.2 as to any Claim, pending resolution of the dispute pursuant to Section 14.4, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Sections 11.1 or 11.2 upon resolution of indemnificationthe underlying Claim.

Indemnification Procedure. In assuming The obligations and liabilities of the defense Company under this Article IV with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article IV ("THIRD PARTY CLAIMS") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnifying Party: (a) Indemnified Party shall act diligently and in good faith with respect to all matters relating to give the defense, settlement or disposition Company notice of such Third Party Claim as promptly after the defensereceipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, settlement if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or disposition relates arises); provided, however, that the failure to provide such notice shall not release the Company from any of its obligations under this Article IV except to the extent the Company is materially prejudiced by such failure and shall not relieve the Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article IV. Upon written notice to the Indemnified Party; Party within five (b5) maydays of the receipt of such notice, at its own cost, appoint as counsel in connection with conducting the Company shall be entitled to assume and control the defense and handling of such Third Party Claim any law firm at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel reasonably selected by for the Indemnifying Party and reasonably acceptable same counsel to the Indemnified Party; (c) keep represent both the Indemnified Party informed of and the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesCompany, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is not entitled required, at the expense of the Company. In the event the Company exercises the right to indemnification hereunder undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Company in such defense and make available to the Company, at the Company's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or which admits under the Indemnified Party's control relating thereto as is reasonably required by the Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any wrongdoing such Third Party Claim, the Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Company's expense, all such witnesses (including himself), records, materials and information in the Company's possession or responsibility for under the claim Company's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Company on behalf of the Indemnified Party, Party without the prior written consent of the Indemnified Party, Party (which may consent shall not be unreasonably withheld withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or delayedrefrain from taking, any action, the Company's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party shall reasonably cooperate will refrain from any act or omission that is inconsistent with the Indemnifying Party position taken by the Company in its the defense of any a Third Party Claim for which unless the Indemnifying Indemnified Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at determines that such act or omission is reasonably necessary to protect its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationinterest.

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and If the claim or demand set forth in good faith with respect to all matters relating to the defense, settlement or disposition Notice of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected given by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed pursuant to Section 13.02 of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesthis Agreement is a claim or demand asserted by a third party, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party have fifteen (15) days after the Date of the Notice of Claim which could lead (as that term is hereinafter defined) to liability or create any financial or other obligation on the part of notify the Indemnified Party for which the Indemnified Party is not entitled in writing of its election to indemnification hereunder defend such third party claim or which admits any wrongdoing or responsibility for the claim demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials which are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with with, and assist the Indemnifying Party in its the defense of any Third Party Claim for which of, such third party claim or demand, and so long as the Indemnifying Party has assumed is defending such third party claim or demand in good faith, the defense in accordance with this Section 15.3.3Indemnified Party shall not pay, and settle or compromise such third party claim or demand. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall have the right (to participate in the defense of such third party claim or demand, at its own expense. If the Indemnifying Party does not elect to defend such third party claim or demand, or does not defend such third party claim in good faith, the Indemnified party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such third party claim or demand; provided, however, that (i) the Indemnifying Party shall not have any obligation to be present participate in person the defense of, or through counsel at all legal proceedings giving rise to defend, any such third party claim or demand; and (ii) the right Indemnified Party’s defense of indemnificationor its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article XIII.

Indemnification Procedure. In assuming A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the defense "Indemnifying Party" and the other party or parties claiming indemnification hereunder is referred to as the "Indemnified Party". An Indemnified Party under this Agreement shall give prompt written notice to the Indemnifying Party of any Third Party Claimliability which might give rise to a claim for indemnity under this Agreement. As to any Claim by a third party, the Indemnified Party, to participate in the defense, compromise or settlement of any such matter through the Indemnified Party's own attorneys and at the Indemnifying Party: (a) 's own expense; each of the indemnifying and the Indemnified Party shall act diligently provide such cooperation and in good faith such reasonable access to its books, records and properties as the other party shall reasonable request with respect to any such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Buyer may setoff against the amount of any other payments due to Seller hereunder or otherwise, including, without limitation the Note, any al all matters relating amounts, due to the defense, settlement or disposition of such Third Party Claim as Buyer pursuant to any and all Claims that the defense, settlement or disposition relates Buyer may have against the Seller hereunder including without limitation with respect to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting indemnification of the defense and handling of such Third Party Claim any law firm or counsel reasonably selected Buyer hereunder by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Seller. An Indemnifying Party shall not settle or otherwise resolve make any Third Party Claim which could lead to liability or create settlement of any financial or other obligation on Claims without 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, without prior written consent of the Indemnified Party, Party which may consent shall not be unreasonably withheld withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or delayed. The other equitable relief against the Indemnified Party shall reasonably cooperate with the Indemnifying Party in or its defense of any Third Party Claim assets, employees or business. In a case where responsibility for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings a matter giving rise to a Claim for indemnification is shares by the right parties, any of indemnificationthe parties may elect to relieve the other of its obligations of indemnification with respect to such matter and, subject to the provisions of this section, such electing party may thereupon assume full control of the resolution of such matter. if such election is not made, control shall also be shared.

Indemnification Procedure. In assuming case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 1.3, such person (the defense "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing. No indemnification provided for in Sections 1.1 or 1.2 shall be available to any party who shall fail to give notice as provided in this Section 1.3 if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the Indemnifying Party or Parties of any Third liability which it or they may have to the Indemnified Party Claimfor contribution or otherwise then on account of the provisions of Sections 1.1 or 1.2. In case any such proceeding shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party: (a) Party shall act diligently and in good faith with respect be entitled to all matters relating participate therein and, to the defenseextent that it shall wish, settlement or disposition jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party and shall pay as incurred the reasonable fees and disbursements of such Third Party Claim as the defensecounsel related to such proceeding. In any such proceeding, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle retain its own counsel at its own expense. Notwithstanding the Claim on any terms foregoing, the Indemnifying Party chooses, subject to prior notification shall pay as incurred the reasonable fees and expenses of the counsel retained by the Indemnified Party in the event (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party; provided Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not settle not, in connection with any proceeding or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on related proceedings in the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility same jurisdiction, be liable for the claim on behalf reasonable fees and expenses of more than one separate firm and local counsel as appropriate for all such indemnified parties. Such firm shall be designated in writing by FMAC in the Indemnified Party, without prior written case of parties indemnified pursuant to Section 1.1 and by UDC in the case of parties indemnified pursuant to Section 1.2 and shall be subject to the reasonable consent of the Indemnified Party, which may other party. The Indemnifying Party shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense liable for any settlement of any Third Party Claim proceeding effected without its written consent but if settled with such consent or if there be a final judgment for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.the

Indemnification Procedure. (a) A party seeking indemnification from the Company pursuant to this Article IX (an “Indemnified Party”) shall give prompt notice to the Company of the assertion of any claim, including any claim brought by a third party, in respect of which indemnity may be sought hereunder (a “Claim”) and shall give the Company such information with respect thereto as the Company may reasonably request, but no failure to give such notice shall relieve the Company of any liability hereunder (except to the extent the Company has suffered actual prejudice thereby). The Company shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party (which notice shall state that the Company expressly agrees that as between the Company and the Indemnified Party, the Company shall be solely obligated to satisfy and discharge the Claim) within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Claim, to assume the defense of such Claim, using counsel selected by the Company; provided that the Company shall not have the right to assume the defense of a Claim (A) seeking an injunction, restraining order, declaratory relief or other nonmonetary relief against the Indemnified Party (whether or not the Company is also named as a party) or (B) if the named parties to any such action (including any impleaded parties) includes both the Indemnified Party and the Company and the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party, which are different from those available to the Company; in which case such Indemnified Party shall have the right to participate in the defense of a Claim of the type set forth in clause (A) and/or (B) above and all Damages in connection therewith shall be reimbursed by the Company. In addition, if the Company fails to give the Indemnified Party the Notice complying with the provisions stated above within the stated time period, the Indemnified Party shall have the right to assume control of the defense of the Claim and all Damages in connection therewith shall be reimbursed by the Company upon demand of the Indemnified Party. In any event, no party assuming the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to compromise or settle any claim for non-monetary relief against the Claim on other party or any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party claim for monetary relief against another party without such party’s consent (which consent shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with denied) unless such monetary relief is paid in full by the Indemnifying Party in its defense settling party (without any expectation of any Third Party Claim for which reimbursement therefor from the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationconsenting party).

Indemnification Procedure. In assuming A party that makes a claim for indemnification under this Article 10 shall promptly notify the defense other party (the “Indemnitor”) in writing of any Third Party Claimaction, claim or other matter in respect of which such party, intends to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating Indemnitor of any of its obligations hereunder except to the defense, settlement or disposition of extent the Indemnitor is prejudiced by such Third Party Claim as failure. The indemnified party shall permit the defense, settlement or disposition relates to the Indemnified Party; (b) mayIndemnitor, at its own costdiscretion, appoint as counsel in connection with conducting to settle any such action, claim or other matter, and the defense and handling indemnified party agrees to the complete control of such Third Party Claim any law firm defense or counsel reasonably selected settlement by the Indemnifying Party and reasonably acceptable to Indemnitor. Notwithstanding the Indemnified Party; (c) keep foregoing, the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party Indemnitor shall not settle enter into any settlement that would adversely affect the indemnified party’s rights hereunder, or otherwise resolve impose any Third Party Claim obligations on the indemnified party in addition to those set forth herein, in order for it to exercise such rights, without the indemnified party’s prior written consent, which could lead to liability shall not be unreasonably withheld or create any financial delayed. No such action, claim or other obligation on matter shall be settled without 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, without prior written consent of the Indemnified PartyIndemnitor, which may shall not be unreasonably withheld or delayed. The Indemnified Party indemnified party shall reasonably fully cooperate with the Indemnifying Party Indemnitor and its legal representatives in its the investigation and defense of any Third Party Claim for which action, claim or other matter covered by the Indemnifying Party has assumed the defense in accordance with indemnification obligations of this Section 15.3.3, and Article 10. The indemnified party shall have the right (right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the defense "Indemnifying Party" and the other party or parties claiming indemnification hereunder is referred to as the "Indemnified Party". An Indemnified Party under this Agreement shall give prompt written notice to the Indemnifying Party of any Third Party Claimliability which might give rise to a claim for indemnity under this Agreement. As to any claim by a third party, the Indemnified Party, participate in the defense, compromise or settlement of any such matter through the Indemnified Party's own attorneys and at the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition 's own expense; each of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed shall provide such cooperation and such reasonable access to its books, records and properties as the other party shall reasonable request with respect to any such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Buyer may setoff against the amount of any other payments due to Seller hereunder or otherwise, including, without limitation, the Note, and any and all amounts, due to the Buyer pursuant to any and all claims that the Buyer may have against Seller hereunder including, without limitation, with respect to the indemnification of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Buyer hereunder by Seller. An Indemnifying Party shall not settle or otherwise resolve make any Third Party Claim which could lead to liability or create settlement of any financial or other obligation on claims without 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, without prior written consent of the Indemnified Party, Party which may consent shall not be unreasonably withheld withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or delayed. The other equitable relief against the Indemnified Party shall reasonably cooperate with the Indemnifying Party in or its defense of any Third Party Claim assets, employees or business. In a case where responsibility for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings a matter giving rise to a claim for indemnification is shared by the right parties, any of indemnificationthe parties may elect to relieve the other of its obligations of indemnification with respect to such matter and, subject to the provisions of this section, such electing party may thereupon assume full control of the resolution of such matter. If such election is not made, control shall also be shared.

Indemnification Procedure. In assuming Buyer or its relevant Affiliate (each, an “Indemnitee”) shall promptly notify Seller of any claim, suit, demand, action or cause of action brought by a third party against such Indemnitee for which such Indemnitee is entitled to indemnification from Seller pursuant to this Section 12 (each, a “Third Party Claim”), and any delay or failure to provide such prompt notice shall relieve Seller of liability for indemnification of such Third Party Claim hereunder only to the extent (if any) that Seller is prejudiced by such delay or failure. The Indemnitee shall provide Seller with any assistance and cooperation reasonably requested by Seller in writing to defend the Third Party Claim. Seller shall have sole control over the defense and settlement of each Third Party Claim using counsel reasonably satisfactory to the Indemnitee, except that Seller shall not settle any Third party Claim without first obtaining the Indemnitee’s prior written consent unless (i) such settlement would not reasonably be expected to have an adverse effects on Buyer, its business or end user customers. If Seller fails to retain counsel or otherwise defend any Third Party Claim in breach of this Agreement and despite notice to Seller, the Indemnitee may, if necessary to prevent any judgment, default or adverse ruling from being entered against it on such Third Party Claim, in the Indemnitee’s reasonable discretion, defend or settle such Third Party Claim at Seller’s sole cost and expense. The Indemnitee shall not unreasonably withhold, condition or delay its consent to any settlement of any Third Party Claim; provided, the Indemnifying Party: (a) however, that Seller shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting retain control over the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed settlement of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming If a Claim by a third party is made against one of the Customer Indemnified Persons or one of the Supplier Indemnified Persons (an “Indemnified Party”), and if such Party intends to seek indemnity with respect thereto under this Section 11, such Indemnified Party shall promptly notify Supplier or Customer, as the case may be (the “Indemnitor”), of such Claims. The Indemnitor shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, however, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Indemnitor, at the Indemnitor’s cost and expense, (i) has undertaken the defense of, and assumed full indemnification responsibility with respect to, such Claim, (ii) is reasonably contesting such Claim in good faith, by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit or other security) as may be necessary to prevent any Third action to foreclose a lien against or attachment of the property of the Indemnified Party for payment of such Claim, the Indemnifying Party: (a) Indemnified Party shall act diligently and in good faith with respect to all matters relating to the defense, settlement not pay or disposition of settle any such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected Claim. Notwithstanding compliance by the Indemnifying Party and reasonably acceptable to Indemnitor with the Indemnified Party; (c) keep preceding sentence, the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to pay or settle the Claim on any terms the Indemnifying Party choosessuch Claim, subject to prior notification to the Indemnified Party; provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on Indemnitor for such Claim. If, within 30 days after 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 receipt of the Indemnified Party’s notice of a Claim of indemnity hereunder, without prior written consent the Indemnitor does not notify the Indemnified Party that it elects, at the Indemnitor’s cost and expense, to undertake the defense thereof and assume full responsibility for all liabilities with respect thereto imposed on it by this Section 11, or gives such notice and thereafter fails to contest such Claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnified Party’s property as contemplated above, which may not be unreasonably withheld or delayed. The the Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person contest, settle or through counsel at all legal proceedings giving rise compromise the Claim but shall not thereby waive any right to the right of indemnificationindemnity therefor pursuant to this Agreement.

Indemnification Procedure. In assuming (a) If a Party intends to assert a Purchaser Claim or a Seller Claim (a Purchaser Claim or a Seller Claim being hereafter referred to as an “Indemnity Claim”), the Party intending to assert an Indemnity Claim shall provide the Party from whom indemnification is sought with written notice of such Indemnity Claim in accordance with Section 7.5(c) within 30 days after becoming aware of the facts giving rise to such Indemnity Claim. At the time the Indemnity Claim is made and thereafter, any Party asserting the Indemnity Claim shall provide the Party against which the Indemnity Claim is asserted with copies of any materials in its possession describing the facts or containing information providing the basis for the Indemnity Claim. If the Indemnity Claim involves a claim by a third party (a “Third Party Indemnity Claim”), the Party against which the Third Party Indemnity Claim is asserted may assume at its expense the defense of the claim by the third party, provided, that such Party against which the Third Party Indemnity Claim is asserted agrees in writing with respect to such Third Party Indemnity Claim that it is obligated hereunder to indemnify and hold any Party asserting the Third Party Indemnity Claim harmless in accordance with the terms of this Article VII; and provided, further, that the Party asserting the Third Party Indemnity Claim shall be entitled to participate in the defense of such claim at its own expense. The failure of any Party against which the Third Party Indemnity Claim is asserted to assume the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party claim shall not settle or otherwise resolve affect any Third Party Claim which could lead to liability or create any financial or other indemnification 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with under this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationAgreement.

Indemnification Procedure. In assuming (a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an "Indemnified Party") of written notice by a third party of a threatened or filed claim or of the threatened or actual commencement of any action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party or parties (the "Indemnifying Party") for any Buyer Losses or Seller Losses (as the case may be), such Indemnified Party shall notify the Indemnifying Party within 30 days after the date on which it received such written notice; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party actually prejudices the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 30 days thereafter, to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In any Third action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party Claim, or the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to , whichever is not controlling the defense, settlement or disposition defense of such Third Party Claim as the defenseaction, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of whichever is controlling the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which action, shall at all times use reasonable efforts to keep the Indemnifying Party has assumed other party or parties (as applicable) reasonably apprised of the status of the defense of such action and to cooperate in accordance good faith with this Section 15.3.3, and shall have the right other party or parties (at its own expenseas applicable) to be present in person or through counsel at all legal proceedings giving rise with respect to the right defense of indemnificationany such action.

Indemnification Procedure. In assuming Promptly after receipt by an indemnified party under this Section 13 of notice of the defense commencement of any Third Party Claimaction, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 13, notify the Indemnifying Party: (a) shall act diligently and indemnifying party in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed writing of the status of commencement thereof and generally summarize such Third Party Claim; (d) action. The indemnifying party shall have the right to settle participate in and to assume the Claim on any terms the Indemnifying Party choosesdefense of such claim; provided, subject to prior notification to the Indemnified Party; provided however, that the Indemnifying Party indemnifying party shall not settle or otherwise resolve any Third Party 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 be entitled to indemnification hereunder or which admits any wrongdoing or responsibility select counsel for the defense of such claim on behalf with the approval of the Indemnified Party, without prior written consent of the Indemnified Partyany parties entitled to indemnification, which may approval shall not be unreasonably withheld withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit or delayedproceeding by reason of recognized claims for indemnity under this Section 13, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The Indemnified Party shall reasonably cooperate with failure to notify an indemnifying party promptly of the Indemnifying Party in its defense commencement of any Third Party Claim for which such action, if prejudicial to the Indemnifying Party has assumed ability of the defense in accordance with indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 15.3.313, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Section 13. The indemnity provided for in this Section 13 shall apply to the Holders in their capacities as such, and shall have be independent of any other agreement, including without limitation an underwriting agreement, entered into after the right (at date hereof between the Company and any Holder in its own expense) to be present in person capacity as a Holder or through counsel at all legal proceedings giving rise to the right of indemnificationotherwise.

Indemnification Procedure. In assuming (a) Promptly, but in no event later than ten (10) days after the receipt by any Party hereto of notice of (a) any claim or (b) the commencement of any action or proceeding in respect of which such Party intends to seek indemnification hereunder, such Party (the “Indemnified Party”), such Party will give the other Party (the “Indemnifying Party”) notice of such claim and shall to the extent permitted by law permit the Indemnifying Party to assume the defense of any Third such claim, and, upon such assumption, shall cooperate fully with the Indemnifying Party Claim, in the conduct of such defense. If the Indemnified Party is advised in writing by its legal counsel that there is a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such action or that there are legal defenses available to the Indemnified Party different from or in addition to those available to the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to then counsel for the Indemnified Party; (b) may, at its own costthe Indemnified Party’s expense, appoint as counsel in connection with conducting shall be entitled to conduct the defense and handling only to the extent necessary to protect the interests of the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim, the obligations of the Indemnifying Party as to such claim shall include all steps necessary in the defense or settlement of such Third claim and to holding the Indemnified Party Claim harmless from and against any law firm and all losses, caused by or counsel reasonably selected arising out of any settlement approved by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the or any judgment in connection with such claim. The Indemnified Party informed of may participate, at its expense, in the status defense of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; claim provided that the Indemnifying Party shall direct and control the defense of such claim. Failure to provide timely notice of a claim shall not settle or otherwise resolve any Third Party Claim which could lead eliminate the Indemnifying Party’s indemnification obligations to liability or create any financial or other obligation on the part of the Indemnified Party for unless and only to the extent to which such failure has substantially prejudiced the Indemnified Indemnifying Party; provided, however, that no such claim shall be settled without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld. The absence of a complete and general release of all claims against the Indemnifying Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility shall be reasonable grounds for the claim on behalf of Indemnifying Party to refuse to provide written consent to a settlement or compromise. Notwithstanding the Indemnified Partyforegoing, without each party shall obtain the prior written consent of the Indemnified Partyother party prior to ceasing to defend, which may not be unreasonably withheld settling or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense otherwise disposing of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person claims of patent infringement or through counsel at all legal proceedings giving rise other intellectual property rights related to the right of indemnificationProduct.

Indemnification Procedure. In assuming the defense of any Third Party ClaimAs used in this Section 8.3, the term "Indemnified Party" shall mean either the Seller or the Purchaser, as the case may be, that is asserting a claim for indemnity under this Article VIII and the term "Indemnifying Party: (a) " shall act diligently and in good faith with respect to all matters relating to mean the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which party against whom the Indemnified Party is not entitled seeking indemnification. The Indemnified Party agrees to give the Indemnifying Party prompt notice of any event, or any written claim by a third party, of which it obtains knowledge, which could give rise to any damage, liability, loss, cost or expense as to which it may request indemnification hereunder under this Agreement, and, in the case of such third party claims or which admits any wrongdoing or responsibility for the claim on behalf of assertions, the Indemnified Party, without prior written consent at the expense of the Indemnified Indemnifying Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably will cooperate with the Indemnifying Party in its defense determining the validity of any Third Party Claim for which such claim or assertion. In connection with any such third party claim if the Indemnifying Party has assumed shall have acknowledged in writing its obligation to indemnify in respect of such claim which might give rise to a claim for indemnity hereunder, the Indemnifying Party may select counsel to direct the defense in accordance with this Section 15.3.3of such third party claim, and which counsel shall have be reasonably satisfactory to the right (indemnified party. The Indemnifying Party shall arrange for such counsel to inform the Indemnified Party on a regular basis of the status of such case. The Indemnified Party may, at its own election and expense) to , participate in the defense of such third party claim. The Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party if any relief, other than the payment of money damages, would be present in person granted by such settlement or through counsel at all legal proceedings giving rise if the Indemnified Party would be liable to the right third party for the amount of indemnificationsuch settlement.

Indemnification Procedure. In assuming Any party seeking indemnification in accordance with this Article 9 (the “Indemnified Party”) shall notify in writing the other party from whom such indemnification is sought (the “Indemnifying Party”) of any third party claim made against the Indemnified Party, specifying the basis given by such third party of such claim. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence, support or directly relate to such claim. The Indemnifying Party shall have the right, upon giving written notice to the Indemnified Party within [**] after the receipt of any such notice of claim, to undertake the defense of any Third or, with the consent of the Indemnified Party Claim(which consent shall not be unreasonably withheld, conditioned or delayed), to settle or compromise such claim. The failure of the Indemnifying Party to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnifying Party: (a) ’s rights under this Section 9.3 and shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by preclude the Indemnifying Party and reasonably acceptable to from disputing the Indemnified Party; (c) keep manner in which the Indemnified Party informed of may conduct the status defense of such Third Party Claimclaim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesprovided however, subject to prior notification to that the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on compromise such claim without the part prior written approval of the Indemnified Indemnifying 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, without prior written consent of the Indemnified Party, which may approval shall not be unreasonably withheld withheld, conditioned or delayed). The Indemnified Party shall reasonably cooperate with election by the Indemnifying Party in its Party, pursuant to this Section 9.3 to undertake the defense of any Third Party Claim for a third-party claim shall not preclude the party against which the Indemnifying Party such claim has assumed the defense been made also from participating or continuing to participate in accordance with this Section 15.3.3such defense, and shall have the right (at so long as such party bears its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationfees and expenses for so doing.

Indemnification Procedure. In assuming A Party that intends to claim indemnification, on behalf of itself or any of its Affiliates, or any of their respective directors, officers, employees or agents (each, an “Indemnitee”), under this Article 10 shall promptly notify the defense other Party (the “Indemnitor”) in writing of the applicable claim, provided, however, that the failure to give such notice shall not limit or otherwise reduce the indemnity provided for in this Agreement except to the extent that failure to give notice materially prejudices the rights of the Indemnitor. The Indemnitor shall have the right, upon notice to the Indemnitee within [***] after the receipt of any Third Party Claimsuch notice, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to undertake the defense, settlement or disposition compromise of such Third Party Claim as claim, and the defense, settlement or disposition relates failure of the Indemnitor to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnitor’s rights under this Section 10.3 and handling shall preclude the Indemnitor from disputing the manner in which the Indemnitee may conduct the defense of such Third Party Claim any law firm or counsel reasonably selected by claim. Upon such notice from the Indemnifying Party and reasonably acceptable to Indemnitor, the Indemnified Party; (c) keep the Indemnified Party informed Indemnitor shall have sole control of the status defense and/or settlement of such Third Party Claimclaim; (d) provided that the Indemnitee shall have the right to settle participate, at its own expense, with counsel of its own choosing in the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party defense and/or settlement of such claim. The Indemnitor shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on claim without 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, without prior written consent of the Indemnified PartyIndemnitee, which may consent shall not be unreasonably withheld or delayed. The Indemnified Party indemnification obligations of the Parties under this Article 10 shall reasonably cooperate with the Indemnifying Party not apply to amounts paid in its defense settlement of any Third Party Claim for claim if such settlement is effected without the consent of the Indemnitor, which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3consent shall not be unreasonably withheld or delayed. The Indemnitee, and its employees, at the Indemnitor’s request and expense, shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise provide full information and reasonable assistance to the right of Indemnitor and its legal representatives with respect to such claims covered by this indemnification.

Indemnification Procedure. In assuming Each Indemnified Investor Party or Indemnified Company Party, as the case may be, seeking indemnification (the “Indemnified Party”) shall give the indemnifying party (the “Indemnitor”) prompt written notice of any claim asserted in writing against such Indemnified Party that would reasonably be expected to give rise to Indemnified Investor Liabilities or Indemnified Company Liabilities, as the case may be (the “Indemnified Liabilities”), setting forth a description of the nature and basis of such claim of which such Indemnified Party has knowledge; provided, however that any delay or failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced by such delay or failure. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder as long as the Indemnitor pursues the same diligently and in good faith, and the Indemnified Party shall cooperate with the Indemnitor and its counsel in all reasonable respects in the defense of any Third Party Claimsuch claim or settlement thereof (provided, however that the Indemnifying Party: Indemnitor will not settle any such claim without (ai) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the appropriate Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without ’s prior written consent of the Indemnified Partyconsent, which may consent shall not be unreasonably withheld or delayed, or (ii) obtaining an unconditional release of the appropriate Indemnified Party from all claims arising out of the claim with no admission of wrongdoing by the appropriate Indemnified Party). The Notwithstanding the foregoing, the Indemnitor shall not be entitled to control the defense of any claim in the event that, based upon the advice of counsel for the Indemnified Party, there are one or more material defenses available to the Indemnified Party which are not available to the Indemnitor; provided, however, that with respect to any claim as to which the Indemnified Party is controlling the defense, the Indemnitor will not be liable to any Indemnified Party for any settlement of any claim pursuant to this Section 8.2 that is effected without its prior written consent. After the Indemnitor has notified the Indemnified Party of its intention to undertake to defend or settle any asserted liability, and for so long as the Indemnitor diligently pursues such defense, the Indemnitor 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 reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (be entitled at its own expense, to participate in the defense of such asserted liability and any negotiations of the settlement thereof. In no event shall the Indemnitor be required to pay the fees and expenses for more than one counsel for all Indemnified Parties. Notwithstanding anything in this Agreement to the contrary, the Indemnitor shall not be permitted to assume the defense of a claim if (x) such claim seeks remedies against any Indemnified Party, in addition to or other than, monetary damages that are reasonably likely to be present in person awarded, or through counsel at all legal proceedings giving rise to the right of indemnification(y) such claim involves a criminal proceeding against any Indemnified Party.

Indemnification Procedure. In assuming If either the defense Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, as the case may be (the “Indemnitee”), has a claim or potential claim or receives notice of any Third claim or potential claim or the commencement of any action or proceeding that could give rise to an obligation on the part of the Selling Parties, on the one hand, or Purchaser, on the other hand, as the case may be, to provide indemnification (the “Indemnifying Party”) pursuant to Sections 8.1 or 8.6, Purchaser, on behalf of the Purchaser Indemnified Parties, and Seller, on behalf of the Seller Indemnified Parties, shall promptly give the Indemnifying Party Claimnotice thereof. Such notice shall describe the claim in reasonable detail, shall indicate the amount (estimated if necessary) of the Losses that has been or may be sustained by the Indemnitee and shall be accompanied by supporting documentation, if any. The Indemnifying Party may elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted Liability of the Indemnitee. If the Indemnifying Party elects to compromise or defend such asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the asserted Liability so requires) notify the Indemnitee of its intent to do so and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted Liability. If the Indemnifying Party fails to compromise or defend such asserted Liability, or fails to notify the Indemnitee of its election as herein provided following the earlier notice given by Indemnitee to the Indemnifying Party of a claim or a potential claim, the Indemnitee may pay, compromise or defend such asserted Liability, and the Indemnifying Party shall indemnify the Indemnitee for any Losses indemnifiable under Section 8.1 or Section 9.1 incurred in connection therewith. Notwithstanding the foregoing, the Indemnifying Party: (a) Party may not settle or compromise any claim without the consent of the Indemnitee, which consent shall act diligently and not be withheld if the settlement or compromise does not result in good faith with respect to all matters relating any Liability to the defenseIndemnitee or require the Indemnitee to take any action or refrain from taking any action or otherwise restrict or limit in any way Purchaser’s ability to operate the Acquired Business after the Closing. In any event, settlement or disposition of such Third the Indemnitee and the Indemnifying Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) maymay each participate, at its own costexpense, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by asserted Liability. If the Indemnifying Party and reasonably acceptable chooses to defend any claim, the Indemnitee shall make available to the Indemnified Party; (c) keep Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense and shall, at the Indemnified Party informed expense of the status Indemnifying Party, otherwise cooperate with and assist in the defense of such Third Party Claim; (d) claim. Notwithstanding the foregoing, the Indemnitee shall have the right to settle employ separate counsel at the Claim on any terms Indemnifying Party’s expense and to control its own defense of such asserted Liability to the extent that (a) there are reasonable legal defenses available to such Indemnitee or to other Indemnitees that are of a material benefit to such Indemnitee and are materially different from or additional to those available to the Indemnifying Party choosesor (b) in the reasonable opinion of counsel to such Indemnitee, subject to prior notification to a conflict or potential conflict exists between the Indemnified PartyIndemnifying Party and such Indemnitee that would make such separate representation advisable; provided provided, however, that the Indemnifying Party shall not settle or otherwise resolve be required to pay for more than one such additional counsel for all Indemnitees in connection with any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationclaim.

Indemnification Procedure. In assuming When required to indemnify an Owner Indemnified Party in accordance with this Article, O&M Contractor shall assume on behalf of such Owner Indemnified Party and conduct with due diligence and in good faith the defense of any Third Claim against such Owner Indemnified Party, whether or not O&M Contractor shall be joined therein, and the Owner Indemnified Party shall cooperate with O&M Contractor in such defense. O&M Contractor shall have charge and direction of the defense and settlement of such Claim, provided, however, that without relieving O&M Contractor of its obligations hereunder or impairing O&M Contractor’s right to control the Indemnifying Party: defense or settlement thereof, the Owner Indemnified Party may elect to participate through separate counsel in the defense of any such Claim, but the fees and expenses of such counsel shall be at the expense of such Owner Indemnified Party unless (a) shall act diligently and the employment of counsel by such Owner Indemnified Party has been authorized in good faith with respect to all matters relating to the defensewriting by O&M Contractor, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel the Owner Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between O&M Contractor and such Owner Indemnified Party in connection with conducting the conduct of the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) in which case O&M Contractor shall not have the right to settle control the defense or settlement of such Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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 such Owner Indemnified Party, without prior written consent ) or (c) O&M Contractor shall not have employed counsel to assume the defense of such Claim within a reasonable time after notice of the Indemnified Party, which may not commencement thereof. In each of such cases the reasonable fees and expenses of counsel shall be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with at the Indemnifying Party in its defense expense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationO&M Contractor.

Indemnification Procedure. In assuming the defense event that any legal proceedings shall be instituted or any claim or demand shall be asserted by any person in respect of which indemnification may be sought by any party or parties from any other party or parties under the provisions of this Agreement, the party or parties seeking indemnification (collectively, the "Indemnitee") shall cause written notice of the assertion of any Third Party Claimclaim of which it has knowledge that is covered by the indemnity to be forwarded promptly to the party or parties from which indemnification is sought (collectively, the Indemnifying Party: (a) "Indemnitor"). The Indemnitor shall act diligently have the right, at its option and in good faith with respect at its own expense, to all matters relating be represented by counsel of its choice and to participate in, or to take exclusive control of, the defense, negotiation, and/or settlement of any proceeding, claim, or disposition of such Third Party Claim as the defense, settlement or disposition demand which relates to any amounts indemnifiable or potentially indemnifiable under this Agreement; provided, however, that the Indemnified Party; (b) may, Indemnitee may participate in any such proceeding with counsel of its choice and at its own costexpense, appoint as counsel in connection with conducting shall have a right to notice of any settlement, and the defense and handling of such Third Party Claim Indemnitor shall not execute or otherwise agree to any law firm settlement or counsel reasonably selected by consent decree which provides for other than monetary payment without the Indemnifying Party and reasonably acceptable to Indemnitee's prior written consent, which consent will not unreasonably be withheld. Notwithstanding the Indemnified Party; (c) keep foregoing, the Indemnified Party informed of the status of such Third Party Claim; (d) Indemnitee shall have the right to pay or settle the Claim on any terms the Indemnifying Party choosessuch claim, subject to prior notification to the Indemnified Party; provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party shall Indemnitor. In the event that the Indemnitor elects not to defend or settle such proceeding, claim, or demand and the Indemnitee defends, settles, or otherwise resolve deals with any Third Party Claim such proceeding, claim, or demand, which could lead to liability or create any financial or other obligation on settlement may be without 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, without prior written consent of the Indemnified PartyIndemnitor, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense Indemnitee will provide 15 days advance written notice of any Third Party Claim for which settlement to the Indemnifying Party has assumed the defense Indemnitor and will act reasonably and in accordance with this Section 15.3.3its good faith business judgment. The parties hereto agree to cooperate fully with each other in connection with the defense, and negotiation, or settlement of any such legal proceeding, claim, or demand. After final judgment or award shall have been rendered by a court, arbitration board, or administrative agency of competent jurisdiction and the right (expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnitee and the Indemnitor shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by the Indemnitor, the Indemnitee shall forward to the Indemnitor notice of any sums due and owing by the Indemnitor with respect to such matter and the Indemnitor shall pay all of the sums so owing to the Indemnitee by check within 30 days after the date of such notice. In the event of any claim by a third party against an Indemnitee, the Indemnitee will, at its own expense) , use its best efforts to be present in person or through counsel at all legal proceedings giving rise make available to the right Indemnitor those employees whose assistance, testimony, or presence is necessary to assist the Indemnitor in evaluating and in defending such claims; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of indemnificationthe business of the Indemnitee but failure to provide necessary witnesses or access to information will excuse Indemnitor's performance.

Indemnification Procedure. In assuming (a) The Person seeking indemnification under this Article IX (the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any claim, including any third party claim, which may give rise to any indemnity obligation under this Article IX, and the Indemnifying Party will have the right to assume the defense of any Third such claim through counsel of its own choosing, by so notifying the Indemnified Party Claimwithin ten (10) days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party (in its sole reasonable discretion). Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating ’s indemnification obligations hereunder except to the defenseextent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, settlement or disposition it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of such Third the Indemnifying Party Claim as if, in the defense, settlement or disposition relates reasonable judgment of counsel to the Indemnified Party; (b) may, at its own costa conflict or potential conflict exists, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable there are separate or additional defenses available to the Indemnified Party; (c) keep , that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party informed in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The Parties hereto agree to cooperate with each other in connection with the status defense of any such Third Party Claim; (d) shall have the right to settle the Claim on any terms the claim. The Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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 Partywill not, without the prior written consent of the Indemnified Party, which may settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not be unreasonably withheld result in the imposition of a consent order, injunction or delayeddecree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim and any related claim. The Indemnified Party shall reasonably cooperate with will not, without the prior written consent of the Indemnifying Party in its defense Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance judgment with this Section 15.3.3, and shall have the right (at its own expense) respect to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationany such claim.

Indemnification Procedure. In A party (the “Indemnitee”) that intends to claim indemnification under this Section 10 shall notify the other party (the “Indemnitor”) promptly in writing of any action, claim or liability in respect of which the Indemnitee believes it is entitled to claim indemnification, provided that the failure to give timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee except to the extent the Indemnitor is prejudiced thereby. The Indemnitor shall have the right, by notice to the Indemnitee, to assume the defense of any such action or claim within a reasonable period after the Indemnitor’s receipt of notice of any action or claim with counsel of the Indemnitor’s choice and at the sole cost of the Indemnitor. If the Indemnitor so assumes such defense, the Indemnitee may participate therein through counsel of its choice, but at the sole cost of the Indemnitee. The party not assuming the defense of any Third Party Claim, the Indemnifying Party: (a) such claim shall act diligently and in good faith with respect to render all matters relating reasonable assistance to the party assuming such defense, settlement or disposition and all reasonable out‑of‑pocket costs of such Third Party Claim as assistance shall be for the defense, settlement or disposition relates to account of the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of Indemnitor. No such Third Party Claim any law firm or counsel reasonably selected claim shall be settled other than by the Indemnifying Party party defending the same, and reasonably acceptable to then only with the Indemnified Party; (c) keep the Indemnified Party informed consent of the status of such Third Party Claim; (d) other party which shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Partynot be unreasonably withheld; provided that the Indemnifying Party Indemnitee shall not settle have no obligation to consent to any settlement of any such action or otherwise resolve claim which imposes on the Indemnitee any Third Party 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, without prior written consent of the Indemnified Party, which may cannot be unreasonably withheld or delayed. The Indemnified Party assumed and performed in full by the Indemnitor, and the Indemnitee shall reasonably cooperate with the Indemnifying Party in have no right to withhold its defense consent to any settlement of any Third Party Claim for which such action or claim if the Indemnifying Party has assumed settlement involves only the defense in accordance with this Section 15.3.3, and shall have payment of money by the right (at Indemnitor or its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationinsurer.

Indemnification Procedure. In assuming Whenever any Loss shall be asserted against or incurred by a Buyer Indemnitee or Seller Indemnitee (the "INDEMNIFIED PARTY"), the Indemnified Party shall give written notice thereof (a "CLAIM") to Seller or Buyer, respectively (the "INDEMNIFYING PARTY"). The Indemnified Party shall furnish to the Indemnifying 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 pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement. 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 Third such Claim with attorneys of its own choosing reasonably satisfactory to the Indemnified Party. In the event the Indemnifying Party, within a reasonable time after receiving notice of a Claim from the Indemnified Party, fails to defend the Claim, the Indemnified Party may, at the Indemnifying Party's expense, undertake the defense of the Claim and may compromise or settle the Claim, all for the account of the Indemnifying Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Claim, the Indemnifying Party: (a) Party shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates not be liable to the Indemnified Party; (b) may, at its own cost, appoint as counsel Party under this Section 10.4 for any legal expenses subsequently incurred by the Indemnified Party in connection with conducting the defense and handling of thereof, except for such Third Party Claim any law firm expenses incurred in connection with cooperation with, or counsel reasonably selected by at the request of, the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep provided, however, that the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesemploy counsel to represent it if, subject to prior notification to in the Indemnified Party; provided that 's reasonable judgment, based upon the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on advice of counsel, it is advisable, in light of the part separate interests of the Indemnified Party and the Indemnifying Party, for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for be represented by separate counsel, and in that event the claim on behalf reasonable fees and expenses of such separate counsel shall be paid by the Indemnified Indemnifying Party. The Indemnifying Party shall not, without prior written except with the consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party given in its defense sole discretion, consent to entry of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person judgment or through counsel at all legal proceedings giving rise to the right of indemnificationenter into any settlement.

Indemnification Procedure. (a) In assuming the event that any Legal Proceedings shall be instituted or that any claim or demand (“Claim”) shall be asserted by any Person in respect of which payment may be sought under Section 6.1 and 6.2 hereof (regardless of the limitations set forth in Section 6.4), the Indemnified Party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within thirty (30) days (or sooner, if the nature of the Claim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. Notwithstanding anything in this Section 6.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any indemnifiable Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the indemnifiable Claim. Notwithstanding the foregoing, if a settlement offer is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party: (a) shall act diligently ’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 6.4, pay the amount called for by such offer, and in good faith the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such indemnifiable Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to all matters relating to the defense, settlement or disposition of such Third Party Indemnifiable Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party has an obligation to pay hereunder shall not settle or otherwise resolve any Third Party Claim which could lead be limited to liability or create any financial or other obligation on the part amount 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationsettlement offer.

Indemnification Procedure. In assuming A party that intends to claim indemnification under this Section 12.2 (the defense "Indemnitee") shall: (i) promptly notify the indemnifying party (the "Indemnitor") in writing of any Third Party ClaimClaim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnifying Party: (a) shall act diligently and in good faith Indemnitor sole control of the defense and/or settlement thereof with respect to all matters relating counsel reasonably satisfactory to the defenseIndemnitee; provided, settlement or disposition of however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) maysuit, at its own costexpense, appoint unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in connection with conducting which case, the defense and handling Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such Third Party Claim action and (iii) provide the Indemnitor, at the Indemnitor's request and expense, with reasonable assistance and full information with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any law firm or counsel reasonably selected settlement made by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without its prior written consent of the Indemnified Partyconsent, which may shall not be unreasonably withheld or delayed. The Indemnified Party Without limiting the foregoing provisions of this Section 12.2(c), the Indemnitor shall keep the Indemnitee reasonably cooperate with informed of the Indemnifying Party in its defense progress of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with claim, suit or action under this Section 15.3.3, 12.2 and the Indemnitee shall have the right (to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense) , but the Indemnitor shall have the sole right to be present control the defense or settlement thereof in person or through counsel at all legal proceedings giving rise to accordance with the right terms of indemnificationthis Section 12.2(c).

Indemnification Procedure. In assuming A party or parties responsible for indemnifying another party against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party,” and a party or parties entitled to indemnity is referred to as the “Indemnified Party.” An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to each Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within 10 business days of the receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to each Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent (a) such notice is delivered to the Indemnifying Party following the expiration of the applicable survival periods set forth in Section 7.3 or (b) the rights of the Indemnifying Party are materially prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnified Party shall be entitled to appoint counsel of the Indemnified Party’s choice to represent the Indemnified Party and direct the defense of any Third such claim, in each case, at the sole cost and expense of the Indemnified Party Claimuntil such time as the aggregate amount of Losses related to such claim, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating action, suit or proceeding exceeds an aggregate amount equal to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates Basket (to the Indemnified Party; (b) mayextent the Basket is applicable to such indemnification claim), at its own costafter which time, appoint as counsel in connection with conducting or if the defense Basket is not applicable to such claim, action, suit or proceeding, such costs and handling of such Third Party Claim any law firm or counsel reasonably selected expenses shall be borne by the Indemnifying Party and reasonably acceptable shall be counted in determining any indemnification obligation pursuant to Section 7.4, as applicable, subject to the limitations, and any other rights of the Indemnifying Party (e.g., the Indemnifying Party’s right to disagree with any claim set forth in any claim notice) set forth herein. The Indemnified Party; (c) Party shall keep the Indemnified Indemnifying Party informed reasonably apprised of the status of and developments related to such Third claims. Notwithstanding anything herein to the contrary, as to any claim, action, suit or proceeding by any former employee of Archstone BV or Archstone UK whose employment is transferred to Buyer by operation of Law, in each case, to the extent any such Loss(es) related to any such claim constitute an indemnifiable Loss, the Indemnifying Party Claim; (d) shall have the sole right to appoint counsel of the Indemnifying Party’s choice to represent the Indemnified Party and direct the defense of any such claim and shall have the right to compromise and settle any such claim, subject to the Claim on any terms Indemnfied Party’s consent (such consent not to be unreasonably withheld or delayed), and the Indemnified Party shall cooperate with and make available to the Indemnifying Party choosessuch assistance and materials as it may reasonably request, in each case, at the sole cost and expense of the Indemnifying Party. The Indemnifying Party shall be bound by any judicial determination made in such claim and shall have the right to consent to any settlement or compromise of such claim effected by the Indemnified Party (such consent not to be unreasonably withheld or delayed), subject to prior notification to the Indemnified Party; provided that limitations, and any other rights of the Indemnifying Party shall not settle or (e.g., the Indemnifying Party’s right to disagree with any claim set forth in any claim notice) set forth herein. For the avoidance of doubt and except as otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on provided for herein, the part Parties acknowledge and agree that following the delivery of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the a claim on behalf of notice by the Indemnified Party, the Indemnified Party shall be entitled to direct the defense of the third-party claim, provided that the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such third party claim without the Indemnifying Party’s prior written consent of the Indemnified Party, (which may consent shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with , to the extent that any settlement, compromise or discharge of such third party claim can be resolved by money damages alone), subject to the limitations, and any other rights of the Indemnifying Party (e.g., the Indemnifying Party’s right to disagree with any claim set forth in its defense any claim notice) set forth herein. If, in the judgment of any Third Party Claim outside counsel to the Indemnifying Party, it is necessary for which the Indemnifying Party has assumed to be represented by separate counsel due to actual or reasonably likely conflicts of interest, the defense in accordance with this Section 15.3.3, and Indemnifying Party shall have the right to employ counsel to represent it at the sole cost and expense of the Indemnified Party until such time as the aggregate amount of Losses (at its own expenseinclusive of the cost and expense for Indemnifying Party’s counsel) related to such claim, action, suit or proceeding exceeds an aggregate amount equal to the Basket (to the extent the Basket is applicable to such indemnification claim), after which time, or if the Basket is not applicable to such claim, action, suit or proceeding, such costs and expenses for Indemnifying Party’s counsel shall be borne by the Indemnifying Party and shall be counted in determining any indemnification obligation pursuant to Section 7.4. With regard to other claims for which indemnification is finally determined to be present in person or through counsel at all legal proceedings giving rise to payable hereunder, such indemnification shall be paid promptly by the right of indemnificationIndemnifying Party upon demand by the Indemnified Party.

Indemnification Procedure. In assuming A Party (the “Indemnitee”) which intends to claim indemnification under Section 10.1 or Section 10.2, as applicable, shall promptly (i.e., within twenty (20) calendar days of receipt) notify the other Party (the “Indemnitor”) in writing of any Claim in respect of which the Indemnitee or any of its directors, officers, employees or agents intend to claim such indemnification, provided that the failure to provide timely notice to the Indemnitor shall release the Indemnitor from any liability to the Indemnitee but only to the extent the Indemnitor is prejudiced thereby. The Indemnitee shall permit and shall cause its employees and agents to permit the Indemnitor to assume the defense of any Third Party Claimsuch Claim with qualified counsel at the Indemnitor’s ​ ​ Portions of this exhibit have been redacted pursuant to Item 601(b)(2) of Regulation S-K as (i) not material and (ii) likely to cause competitive harm if publicly disclosed. Omissions are designated as “****”. The Company hereby undertakes to furnish unredacted copies of this exhibit upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for such unredacted copies of this exhibit. sole cost and expense, provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee in its reasonable discretion for the same counsel to represent both the Indemnitee and the Indemnitor, the Indemnifying Indemnitee shall be able to obtain its own counsel at the expense of the Indemnitor. The Indemnitee may participate in such defense through counsel of its own selection at the Indemnitee’s sole cost and expense. Neither Party shall settle or consent to entry of judgment of any such Claim without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnitee shall be deemed to have granted such consent if either: (a) shall act diligently such settlement does not adversely affect the Indemnitee and does not impose any obligation or liability on the Indemnitee which cannot be assumed and performed in good faith with respect to all matters relating to full by the defense, settlement Indemnitor; or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) maysuch settlement involves only the payment of money by the Indemnitor or its insurer. The Indemnitor shall not be responsible for any attorneys’ fees or other costs incurred other than as provided in this Agreement. The Indemnitee, its employees and its agents shall provide reasonable and good faith assistance (including but not limited to documents and testimony) to the Indemnitor and its legal representatives, at its own costthe Indemnitor’s expense, appoint as counsel in connection with conducting the defense investigation and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with covered by this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any Third Party Claim, claim or any litigation resulting therefrom provided that (i) counsel for the Indemnifying Party: (a) Party who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defense, settlement claim or disposition relates litigation shall be reasonably satisfactory to the Indemnified Party; , (bii) maythe Indemnified Party may participate in such defense at such Indemnified Party's expense, at and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its own cost, appoint as counsel indemnification obligation under this Agreement except to the extent that such omission results in connection with conducting the defense and handling a failure of such Third Party Claim any law firm or counsel reasonably selected by actual notice to the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified such Indemnifying Party informed of the status is materially damaged as a result of such Third Party Claim; (d) shall have failure to give notice. Except with the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not be unreasonably withheld include as an unconditional term thereof the giving by each claimant or delayedplaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. The In the event that the Indemnified Party shall reasonably cooperate in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party or its ability to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in its defense respect of any Third such claim or litigation relating thereto, the Indemnified Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) all times to take over and assume control over the defense, settlement negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be present unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or arrange to pay in person full such claim or through counsel at all legal proceedings giving rise demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section and the records of each shall be available to the right of indemnificationother with respect to such defense.

Indemnification Procedure. In assuming (i) If, subsequent to the defense Closing, any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification for or receives notice of the assertion or commencement of any Third Party ClaimClaim as to which such Indemnified Party intends to seek indemnification under this Agreement, such Indemnified Party shall give reasonably prompt written notice of such claim to the Party from whom indemnification is to be sought (an "Indemnifying Party"), together with a statement of any available information regarding such claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, by which notice the Indemnifying Party: Party shall specify the counsel it will appoint to defend such claim (a) shall act diligently and in good faith with respect "Defense Counsel"), to all matters relating to conduct at its expense the defense, settlement or disposition of defense against such Third Party Claim as in its own name, or if necessary in the defense, settlement or disposition relates to name of the Indemnified Party; (b) mayprovided, at its own costhowever, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep that the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle approve the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified PartyDefense Counsel, which may approval shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably parties hereto agree to cooperate fully with each other in connection with the Indemnifying Party in its defense defense, negotiation or settlement of any Third Party Claim for which Claim. If the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise delivers a Defense Notice to the right Indemnified Party, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by the Indemnifying Party, all at the expense of indemnificationthe Indemnifying Party.

Indemnification Procedure. In assuming (a) If a claim arises (an “Indemnity Claim”) for which a party may have an obligation of indemnity under this Article VIII or elsewhere under this Agreement (such party, the defense “Indemnitor”), the Person entitled to such indemnity (the “Indemnitee”) shall give the Indemnitor written notice of any such claim setting forth the particulars associated with the claim (including a copy of the written underlying claim of a Third Party, if any) as then known by the Indemnitee (“Indemnity Claim Notice”). Where the underlying claim involves a claim by a Third Party (a “Third Party Claim”), the Indemnifying Party: Indemnitee shall, to the extent practicable, deliver an Indemnity Claim Notice to the Indemnitor within such time as will allow the Indemnitor a reasonable period in which to evaluate and timely respond to the underlying claim; provided, however, that failure to do so shall not affect an Indemnitee’s rights hereunder except for, and only to the extent of, any incremental increase in the cost of the Indemnity Claim resulting from the failure to give notice. The delivery of an Indemnity Claim Notice shall not extend the time period set forth in Section 8.3 or Article IX (aas applicable to the claim), but if an Indemnity Claim Notice is given to an Indemnitor within the applicable time period (if any) shall act diligently and in good faith with respect to all matters relating to the defensesuch claim set forth in Section 8.3 or Article IX, settlement or disposition of such Third Party Indemnity Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) Notice shall have the right to settle the Claim on any terms the Indemnifying Party choosesbe effective, subject to prior notification the other limitations in Section 8.3 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party matter described in such Indemnity 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationNotice.

Indemnification Procedure. For purposes of administering the indemnification provisions set forth in Sections 12.3 and 12.4, the following procedure shall apply: 12.5.1 Whenever a claim for indemnification shall arise under this Article, the party entitled to indemnification (the "Indemnified Party") shall promptly and in no event later than fifteen (15) days after receipt of such a claim, give written notice to the party from whom indemnification is sought (the "Indemnifying Party") setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder, provided that the Indemnified Party's failure to do so shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced the Indemnifying Party's ability to defend such claim. 12.5.2 In assuming the defense event of any Third Party Claimclaim for indemnification hereunder resulting from or in connection with any claim, action, suit or legal proceedings brought by a third party, the Indemnifying PartyParty shall be entitled, at its sole expense, either: 12.5.2.1 to participate therein, or 12.5.2.2 to assume the entire defense thereof with counsel who is selected by it and who is reasonably satisfactory to the Indemnified Party provided that: (a) shall act diligently the Indemnifying Party agrees in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defenseclaim or proceeding, settlement or disposition relates to the Indemnified Party; and (b) may, at its own cost, appoint as counsel in connection with conducting no settlement shall be made without the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, Party which may shall not be unreasonably withheld or delayed. The Indemnified Party (except that no such consent shall reasonably cooperate with be required if the claimant is entitled under the settlement to only monetary damages to be paid solely by the Indemnifying Party Party). If, however, (1) the claim, action, suit or proceeding would, if successful, result in its defense the imposition of any Third Party Claim damages for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3would not be solely responsible hereunder, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.or

Indemnification Procedure. In assuming (a) Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnified Party”) of written notice of the institution of any legal proceeding, or of any other claim, asserted by a third party (a “Third Party Claim”) against the Indemnified Party with respect to which a claim for indemnification is to be made pursuant to Section 10.1 or 10.2 herein, the Indemnified Party shall give written notice to the other party (the “Indemnifying Party”) of such Third Party Claim. The Indemnifying Party shall be entitled to participate in and to assume the defense of such Third Party Claim, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of such assumption of defense, and provided that the Indemnifying Party continues to diligently pursue such defense, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses incurred by the Indemnified Party in connection with the defense thereof. No Indemnifying Party will enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnified Party unless such settlement (i) requires solely the payment of money damages by the Indemnifying Party and (ii) does not (A) include injunctive or equitable relief, (B) impose any restrictions or other obligations on any Indemnified Party or (C) contain any factual findings with respect to the Company, the Buyer or MFRM. If the settlement does not include an unconditional release by the claimant or the plaintiff of the Indemnified Party and the Persons for whom the Indemnified Party is acting or who are acting on behalf of the Indemnified Party from all liability in respect of the proceeding or claim giving rise to the Third Party Claim, the Indemnifying Party: (a) Party shall act continue to diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting pursue the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming The foregoing indemnification by SBL or Client shall be conditioned, if and to the extent Damages are based on or related to a third party claim, upon a Party who intends to claim indemnification under Sections 13.1 and 13.2 (the “Indemnified Party”) (i) providing written notice to the other Party (“Indemnifying Party”) within twenty (20) calendar days after the Indemnified ​ ​ 35 ​ Party have been given written notice of such third party claim, provided that absence or delay of such prior written notice will not relieve the Indemnifying Party of its obligation to indemnify except to the extent such absence or delay materially prejudices the Indemnifying Party’s ability to defend the third party claim; (ii) permitting the Indemnifying Party, upon timely notice by the Indemnified Party, the opportunity to assume full responsibility (at the Indemnifying Party’s cost and expense) for the investigation and defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith such claim with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates counsel reasonably satisfactory to the Indemnified Party; (b) may, at its own costprovided, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by however, the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) shall keep the Indemnified Party informed as to the progress of the status defense of any claim and that the Indemnified Party shall cooperate in such Third Party Claim; (d) defense and shall have the right to settle the Claim on any terms make available all records, materials and witness reasonably requested by the Indemnifying Party choosesin connection therewith; and (iii) not settling or compromising any such claim without the Indemnifying Party’s prior written consent, subject with such consent not to prior notification to the Indemnified Party; provided that be unreasonably denied, withheld or conditioned. Furthermore, the Indemnifying Party shall not settle or otherwise resolve compromise any Third Party Claim which could lead to liability such claim without the Indemnified Party’s prior written consent; provided, however, no such consent shall be required if such settlement or create any financial compromise involves only the payment of money, does not require a finding or other obligation admission of fault or guild 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 party of the Indemnified Party, without prior written consent and provides for a general release of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.​

Indemnification Procedure. In assuming the event that any party entitled to indemnity under this Article IX is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party, the liabilities for which, or the costs or expenses of which, are Damages (a “Claim”), such party (the “Indemnified Party”) shall give the Seller or Purchaser (depending upon which of such parties is obligated hereunder to indemnify such Indemnified Party) (the “Indemnifying Party”) prompt notice thereof. The Indemnifying Party shall be entitled to assume the defense of any Third Party such Claim, provided that counsel for the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected shall be approved by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) whose approval shall have the right to settle the Claim on any terms the Indemnifying Party choosesnot unreasonably be withheld), subject to prior notification to and the Indemnified PartyParty may assume or participate in such defense at such party’s expense; provided provided, however, that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on pay such expense, including the part expenses of one separate counsel, if representation of the Indemnified Party for which by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent that the failure to give such notice is not entitled materially prejudicial to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a full release from all liability in respect to such claim or litigation other than a settlement for money damages only, the full amount of which is paid concurrently with the entry of such settlement. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party’s prior written consent of the Indemnified Party, which may (not to be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the withheld) unless such Indemnifying Party has assumed failed to assume the defense in accordance with this Section 15.3.3, of the related action or proceeding and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationsuch settlement is for money damages only.

Indemnification Procedure. In assuming (a) An Indemnified Party that wishes to assert a Direct Claim shall promptly deliver a Notice of Claim to the defense Indemnifying Party setting out in reasonable detail the nature of the Indemnity Claim. The failure to give, or a delay in giving, a Notice of Claim in respect of a Direct Claim shall not relieve the Indemnifying Party of its obligations hereunder, except and only to the extent of any Third prejudice caused to the Indemnifying Party by that failure or delay. Following receipt of a Notice of Claim in respect of a Direct Claim, the Indemnifying Party: Party shall have sixty (a60) shall act diligently and in good faith with respect days to all matters relating to make such investigation of the defense, settlement or disposition of such Third Party Indemnity Claim as is considered necessary or desirable. For the defensepurpose of that investigation, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by shall make available to the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep information relied on by the Indemnified Party informed of to substantiate the status of Indemnity Claim, together with such Third Party Claim; (d) shall have the right to settle the Claim on any terms information as the Indemnifying Party chooses, subject to prior notification may reasonably request. If the parties to the Indemnified Party; provided that Indemnity Claim agree, on or before the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead expiry of this sixty (60) day period, as to liability or create any financial or other obligation on the part validity and amount of the Indemnified Party for Indemnity Claim, the Indemnity Claim shall be considered fully and finally determined in the amount agreed upon, failing which the Indemnified Party is not entitled matter shall be referred to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf binding arbitration. Any such arbitration shall be administered in accordance with its Canadian Arbitration Rules. There shall be no appeal of an award of the Indemnified Partyarbitrator. The number of arbitrators shall be one. The place of arbitration shall be Xxxxxxx, Xxxxxxx, Xxxxxx. The language of the arbitration shall be English. The arbitrator shall not, without prior the written consent of the Indemnified Partyparties to the arbitration, which may appoint any expert or other consultant or retain any counsel. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with disclosed beyond the Indemnifying Party in its defense of arbitrator, the Parties, their counsel and any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise necessary to the right conduct of indemnificationthe proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise or as may be required by applicable Law. Judgment upon any award may be entered in any court having jurisdiction or application may be made to the court for a judicial recognition of the award or an order of enforcement, as the case may be.

Indemnification Procedure. In assuming Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any Third Party Claimsuch claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates to shall be approved by the Indemnified Party; Party (b) maywhose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own costsuch party's expense, appoint and provided further that the failure of any Indemnified Party to give notice as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action, and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided further that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or otherwise resolve separate and different defenses. No Indemnifying Party, in the defense of any Third Party Claim which could lead to liability such claim or create any financial or other obligation on litigation, shall, except with the part consent 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 each Indemnified Party, without prior written consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the Indemnified Party, which may not be unreasonably withheld giving by the claimant or delayed. The plaintiff to such Indemnified Party shall reasonably cooperate with the Indemnifying Party of a release from all liability in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) respect to be present in person such claim or through counsel at all legal proceedings giving rise to the right of indemnificationlitigation.

Indemnification Procedure. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In assuming the defense of case any Third Party Claim, the Indemnifying Party: proceeding (aincluding any governmental investigation) shall act diligently be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 13, such Party (the "INDEMNIFIED PARTY") shall promptly notify the other Party (the "INDEMNIFYING PARTY") in writing and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party in defense of such matter. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably acceptable satisfactory to the Indemnified Party; (c) keep Party to represent the Indemnified Party informed of and shall pay the status fees and expenses of such Third counsel related to such proceeding. In any such proceeding, the Indemnified Party Claim; (d) shall have the right to settle retain its own counsel, but the Claim on any terms fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the Indemnifying Party chooses, subject to prior notification and the Indemnified Party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party; provided that Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Party shall not settle be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or otherwise resolve any Third if there be a final judgment for the plaintiff, the Indemnifying Party Claim which could lead agrees to liability or create any financial or other obligation on the part of indemnify the Indemnified Party for which the Indemnified from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Partyshall not, without prior the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which may not be unreasonably withheld or delayed. The the Indemnified Party shall reasonably cooperate with is, or arising out of the Indemnifying same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party in its defense from all liability on claims that are the subject matter of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationsuch proceeding.

Indemnification Procedure. In assuming When required to indemnify a Party in accordance with Sections 8.1 or 8.2 hereof, the Party required hereunder to provide such indemnification shall assume on behalf of such indemnified Party and conduct with due diligence and in good faith the defense of any Third such claim against such Party, whether or not the indemnifying Party Claimshall be joined therein, and the indemnified Party shall cooperate with the indemnifying Party in such defense. Subject to the immediately preceding sentence, the Indemnifying indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that (i) no settlement shall be made without the indemnified Party: 's prior written consent and (ii) without relieving the indemnifying Party of its obligations hereunder or impairing the indemnifying Party's right to control the defense or settlement thereof, the indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified Party unless (a) shall act diligently and the employment of counsel by such indemnified Party has been authorized in good faith with respect to all matters relating to writing by the defenseindemnifying Party, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as the indemnified Party shall have reasonably concluded (based on an opinion of counsel to such indemnified Party) that there exists a material conflict of interest between the indemnifying Party and such indemnified Party in connection with conducting the conduct of the defense and handling of such Third claim (in which case the indemnifying Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall not have the right to settle control the Claim defense or settlement of such claim, on any terms behalf of such indemnified Party) or (c) the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying indemnifying Party shall not settle have assumed, or otherwise resolve any Third Party Claim which could lead shall not have employed counsel to liability or create any financial or other obligation on assume, the part defense of such claim within a reasonable time after notice of the Indemnified Party for which commencement thereof. In each of such cases, the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for reasonable fees and expenses of counsel shall be at the claim on behalf expense of the Indemnified indemnifying Party, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) An indemnified party (the "Indemnified Party") under this Article VII shall act diligently give prompt written notice to each potentially liable person or entity (the "Responsible Party") (when and in good faith with respect to all matters relating to the defenseextent that the Indemnified Party has actual knowledge thereof) of an Indemnification Event (as defined hereinafter); provided however, settlement that the failure to so notify the Responsible Party shall not relieve the Responsible Party of any indemnification obligation hereunder unless such failure substantially prejudices the Responsible Party. An "Indemnification Event" shall be any condition, event or disposition occurrence, or the commencement of such Third Party Claim any action, suit or proceeding, for which indemnification may be sought hereunder, and, except as otherwise provided in subsection (b) hereof, the defenseResponsible Party, settlement or disposition relates through counsel reasonably satisfactory to the Indemnified Party, shall assume the defense thereof or other indemnification obligation with respect thereto; (b) mayprovided, however, that any Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice but at its own costexpense; and provided further, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim that any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of the status of such Third Responsible Party Claim; (d) shall have if, in the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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 good faith judgment of the Indemnified Party's counsel, representation by the Responsible Party's counsel may present a conflict of interests. In any event, if the Responsible Party fails to assume the defense within a reasonable time, the Indemnified Party may assume such defense or other indemnification obligation and the reasonable fees and expenses of its attorneys will be covered by the indemnity provided for in this Article VII. No action, suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests of either the Indemnified Party or the Responsible Party without the prior written consent of such party (which shall not be unreasonably withheld). Notwithstanding anything in this Section 7.3 to the contrary, the Responsible Party shall not, without prior the written consent of the Indemnified Party, settle or compromise any action, suit or proceeding or consent to the entry of any judgment which may does not be unreasonably withheld include as an unconditional term thereof the delivery by the claimant or delayedplaintiff to the Indemnified Party of a written release from all liability in respect of such action, suit or proceeding. The Responsible Party shall pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Party shall reasonably cooperate with in enforcing the Indemnifying Party indemnity provided for in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationArticle VII.

Indemnification Procedure. In assuming Upon receipt by the Party or Related Party seeking indemnification hereunder (an "Indemnified Party") of notice of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party which might give rise to Damages, the Indemnified Party shall give prompt written notice thereof to the Party from which indemnification is sought (the "Indemnifying Party") indicating the nature of claim and the basis therefor, provided that the failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party or the defense of any Third such claim is materially prejudiced thereby. The Indemnifying Party Claimshall have the right, at its option, to assume the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) maydefense of, at its own costexpense and by its own counsel, appoint as counsel in connection any such claim involving the asserted liability of the Indemnified Party. If any Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall agree to cooperate fully with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to its counsel in the Indemnified Partycompromise of, or defense against, any such asserted liability; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesprovided, subject to prior notification to the Indemnified Party; provided however, that the Indemnifying Party shall not settle not, as part of any settlement or otherwise resolve any Third Party Claim which could lead other compromise, admit to liability or create any financial or other obligation on agree to an injunction without 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with Notwithstanding an election by the Indemnifying Party in its to assume the defense of any Third claim as set forth above, such Indemnified Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expenseexpense if the Indemnifying Party has elected to assume such defense) to be present employ separate counsel and to participate in person or through counsel at all legal proceedings giving rise to the right defense of indemnificationany claim.

Indemnification Procedure. In assuming the defense event that any legal proceedings shall be instituted or that any claim or demand shall be asserted by any third party in respect of which payment may be sought by a party under the provisions of this Section 6 (referred to in this Section 6 as the "Indemnitee"), the Indemnitee shall promptly cause written notice of the assertion of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith with respect claim of which it has knowledge which is covered by this indemnity to all matters relating be forwarded to the defense, settlement or disposition of such Third Party Claim party from which indemnification under this Section 6 will be sought (referred to in this Section 6 as the defense, settlement or disposition relates to "Indemnitor"). Indemnitor shall have the Indemnified Party; (b) mayright, at its option and at its own costexpense, appoint as to be represented by counsel in connection with conducting the defense of its choice who must be reasonably satisfactory to Indemnitee, and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesdefend against, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not negotiate, settle or otherwise resolve deal with any Third Party Claim proceeding, claim or demand which could lead relates to liability any loss, liability, damage or create any financial deficiency resulting from a third-party claim or other obligation on demand indemnified against hereunder; provided, however, that no settlement shall be made without 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, without prior written consent of the Indemnified PartyIndemnitee, which may consent shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate ; and, provided further, that Indemnitee may participate in any such proceeding with the Indemnifying Party in counsel of its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, choice and shall have the right (at its own expense) . To the extent Indemnitor elects not to defend such proceeding, claim or demand and Indemnitee defends against, settles or otherwise deals with any such proceeding, claim or demand, which settlement may be present made without the consent of Indemnitor, Indemnitee will act reasonably and in person accordance with its good faith business judgment and such settlement shall be covered by the indemnification provisions of this Section 6. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or through counsel at all settlement of any such legal proceedings giving rise to the right of indemnificationproceeding, claim or demand.

Indemnification Procedure. In assuming the defense event that any claim is asserted or threatened against any party entitled to indemnification under this Agreement (the “Indemnified Party”), such Indemnified Party shall send prompt written notice to the party obligated to indemnify such Indemnified Party (the “Indemnifying Party”); provided, that the failure to deliver written notice of any Third claim to the Indemnifying Party Claimshall not relieve the Indemnifying Party of any liability to the Indemnified Party under this Section 6.1 with respect to such claim unless the Indemnifying Party’s ability to defend such claim has been materially adversely affected or prejudiced as a result of such failure. Upon receipt of written notice of any claim against the Indemnified Party, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle assume the Claim on any terms defense of such claim at its sole cost and expense. The Indemnified Party shall have the right to participate in and, if desired by the Indemnified Party, at its sole cost and expense, retain separate legal counsel. In the event that the Indemnifying Party choosesdoes not accept the defense of any claim, subject an Indemnified Party shall have the full right to prior notification defend against any such claim and shall be entitled to settle or agree to pay in full such claim, and the Indemnifying Party will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Party; provided that . In addition, the Indemnifying Party shall not settle enter into any settlement or otherwise resolve compromise, or consent to the entry of any Third Party Claim which could lead judgment, with respect to liability or create any financial or other obligation on the part of the claim against an Indemnified Party for which without obtaining 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, without prior written consent of the such Indemnified Party, which may consent shall not be unreasonably withheld or delayed, unless the Indemnified Party would not incur any additional costs, expenses or liabilities as a result of such settlement, compromise or judgment. The In all events and circumstances, the Indemnifying Party and each Indemnified Party shall reasonably cooperate with in the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with claim subject to this Section 15.3.36.1, and shall have the right (at its own expense) records of each such party shall, if any applicable attorney-client privilege is not affected, be available to be present in person or through counsel at all legal proceedings giving rise each such other Party with respect to the right of indemnification.any such defense. XxxxxXxx Xxxxxxxxxxxx

Indemnification Procedure. In assuming Each party entitled to indemnification under this Section (for the purposes of this Section, the "Indemnified Party") shall give notice to the party required to provide indemnification (for the purposes of this Section, the "Indemnifying Party") after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any Third Party Claimsuch claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates to shall be approved by the Indemnified Party; Party (b) maywhose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own costsuch party's expense, appoint and provided further that the failure of any Indemnified Party to give notice as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action, and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided further that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or otherwise resolve separate and different defenses. No Indemnifying Party, in the defense of any Third Party Claim which could lead to liability such claim or create any financial or other obligation on litigation, shall, except with the part consent 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 each Indemnified Party, without prior written consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the Indemnified Party, which may not be unreasonably withheld giving by the claimant or delayed. The plaintiff to such Indemnified Party shall reasonably cooperate with the Indemnifying Party of a release from all liability in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) respect to be present in person such claim or through counsel at all legal proceedings giving rise to the right of indemnification.litigation

Indemnification Procedure. A party intending to claim indemnification under this Agreement (“Indemnitee”) shall promptly notify the indemnifying party (“Indemnitor”) in writing of any lawsuit, claim, demand or other action, or any judgments, fees, expenses or other costs in respect of which the Indemnitee intends to claim such indemnification. In assuming the case of any HHMI INDEMNITEE, notice shall be given reasonably promptly following actual receipt of written notice thereof by an officer or attorney of HHMI. Notwithstanding the foregoing, the delay or failure of any HHMI INDEMNITEE to give reasonably prompt notice to an Indemnitor of any such claim shall not affect the rights of such HHMI INDEMNITEE unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects the Indemnitor. The Indemnitee reasonably shall cooperate with the Indemnitor in the defense of any Third Party Claimthe lawsuit, claim, demand or other action, and the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) Indemnitor shall have the right to settle control the Claim defense and/or settlement of the lawsuit, claim, demand or other action; provided, however, that any such settlement shall not require the Indemnitee (a) to admit any liability; (b) to pay any amounts; (c) impose any restriction on any terms HHMI INDEMNITEE’s conduct of any of its activities; or (d) not include an unconditional release of all HHMI INDEMNITEES from all liability for claims that are the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part matter 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 Partysettled Claim, without the prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayedsuch Indemnitee. The Indemnified Party Indemnitee shall reasonably cooperate with the Indemnifying Party in its defense of use reasonable efforts to mitigate any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3fees, and shall have the right (at its own expense) to be present in person expenses or through counsel at all legal proceedings giving rise to the right of indemnificationother costs.

Indemnification Procedure. In assuming When TOYOTA or Joby Aero, as applicable (an “Indemnifying Party”) is required to indemnify a JOBY Indemnified Party or TOYOTA Indemnified Party, as applicable (the “Indemnified Party”) in accordance with this Article X, the Indemnifying Party shall assume on behalf of such Indemnified Party, and conduct with due diligence and in good faith, the defense of any Third Party Claimclaim against such party, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement whether or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that not the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on be joined therein, and 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall be in charge of the defense and settlement of such claim; provided, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any Third such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, except in the event that (a) the Indemnified Party Claim for which shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party has assumed and the Indemnified Party in the conduct of the defense of such claim (in accordance with this Section 15.3.3, and which case the Indemnifying Party shall not have the right to control the defense or settlement of such claim on behalf of such Indemnified Party); or (at its own expenseb) the Indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement of an action thereon, in which case the fees and expenses of counsel shall be present paid by the Indemnifying Party. No Indemnifying Party shall settle any such claims or actions in person a manner which would require any admission of fault or through counsel at all legal proceedings giving rise to guilt or any other action or forbearance from action by any Indemnified Party without the right prior written consent of indemnificationthe Indemnified Party.

Indemnification Procedure. In assuming Promptly after the defense incurrence of any Third Losses by any Person entitled to indemnification pursuant to any Section of this Agreement (an "Indemnified Party"), including, any claim by a third party described in Section 8.7, which might give rise to indemnification hereunder, if the Indemnified Party Claimis (x) a Parent Indemnitee, it shall deliver to the Stockholders' Representative, or (y) an Equityholder Indemnitee, it shall deliver to Parent (the Stockholders' Representative or Parent, as the case may be, the "Indemnifying Party"), a certificate (a "Claim Certificate"), which Claim Certificate shall: state that the Indemnified Party has paid or anticipates it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and specify in reasonable detail (and have annexed thereto all supporting documentation, including any correspondence in connection with any Third-Party Claim and paid invoices for claimed Losses) each individual item of Loss included in the amount so stated, the date such item was paid, 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. In the event that the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party: Party shall, within forty-five (a45) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected days after receipt by the Indemnifying Party and reasonably acceptable of such Claim Certificate, deliver to the Indemnified Party; (c) keep Party a notice to such effect, specifying in reasonable detail the basis for such objection. The Indemnifying Party and the Indemnified Party informed shall, within the sixty (60) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the status respective parties with respect to each of such Third Party Claim; (d) shall have the right claims to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that which the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of have so objected. If the Indemnified Party for which and the Indemnifying Party agree on their respective rights with respect to any of such claims, 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with and the Indemnifying Party in its defense of any Third shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party Claim for which and the Indemnifying Party has assumed be unable to agree as to any particular item or items or amount or amounts within such time period, then the defense Indemnified Party may submit such dispute to a court of competent jurisdiction as set forth in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification10.9.

Indemnification Procedure. In assuming Each party (the "Indemnified Party") entitled to indemnification under this Agreement shall give prompt notice to the party (the "Indemnifying Party") required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any Third Party Claimclaim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party: (a) Party who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party's expense; (b) mayand provided, at further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its own costindemnification obligations under this Agreement, appoint as counsel except to the extent that the omission results in connection with conducting the defense and handling a failure of such Third Party Claim any law firm or counsel reasonably selected by actual prompt notice to the Indemnifying Party and reasonably acceptable such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party; (c) keep , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party informed of a release from all liability with respect to such claim or litigation. In the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided event that the Indemnifying Party shall does not settle or otherwise resolve accept the defense of any Third Party Claim which could lead to liability or create any financial or other obligation on the part of matter as above provided, the Indemnified Party for which shall have the Indemnified Party is not full right to defend against any such claim or demand, and shall be entitled to indemnification hereunder settle or which admits any wrongdoing agree to pay in full such claim or responsibility for the claim on behalf of demand in the Indemnified Party's sole discretion. In any event, without prior written consent of each party shall cooperate in the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which such action and the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and records of each shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise available to the right of indemnificationother with respect to such defense.

Indemnification Procedure. In assuming Either Party intending to seek indemnification from the defense of any Third other Party Claimunder Sections 6.7 or 6.8 above, as the Indemnifying Partycase may be, shall: (a) give the other Party prompt notice of any such claim or lawsuit; (b) indicate the estimated amount of damages claimed in such claim or lawsuit (if reasonably practicable); (c) provide a copy of the claim or lawsuit served upon it, and (d) fully cooperate with the other Party and its legal representatives in the investigation and defense of any matter which is the subject of indemnification. A Party against whom indemnification is claimed is referred to as an “Indemnitor” and a Party claiming indemnification is referred to as an “Indemnitee”. Any Indemnitee shall act diligently have the right to employ separate counsel in any such Third Party Claim and to participate in good faith with respect the defense thereof, but the fees and expenses of such counsel shall not be entitled to all matters relating to indemnity hereunder unless (i) the defenseIndemnitor shall have failed, settlement or disposition within a reasonable time after having been notified by the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Indemnitee of the existence of such Third Party Claim as the defenseprovided in this Section 6.9, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting assume and continue to conduct the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; , (dii) shall have the right employment of such counsel has been specifically authorized by the Indemnitor, or (iii) the representation of the Indemnitee by counsel provided by the Indemnitor would be inappropriate due to settle the Claim on any terms the Indemnifying Party choosesactual or potential conflicting interests between them, subject to prior notification including situations in which there are one or more material legal defenses available to the Indemnified Party; provided Indemnitee that are not available to Indemnitor. No Indemnitor shall, without the Indemnifying Party shall written consent of the Indemnitee, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not settle the Indemnitee is an actual or otherwise resolve potential party to such action or claim) unless such settlement, compromise or judgment (a) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (b) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the Indemnitee. In no event will an Indemnitee consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim which could lead to liability or create any financial or other obligation on without 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, without prior written consent of the Indemnified Party, Indemnitor which may consent shall not be unreasonably withheld or delayedwithheld. The Indemnified Party shall reasonably cooperate with Notwithstanding the Indemnifying Party in its defense of any Third Party Claim for which foregoing, the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) failure to be present in person or through counsel at all legal proceedings giving rise give timely notice to the right of indemnificationIndemnitor shall not release the Indemnitor from any liability to the Indemnitee to the extent the Indemnitee is not materially prejudiced thereby.

Indemnification Procedure. (a) In assuming the defense event that subsequent to the Closing any Seller Indemnified Person or Buyer Indemnified Person (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any action or proceeding by any person or entity who is not a party to this Agreement (including any Governmental Entity) (a “Third Party Claim”) against such Indemnified Party, with respect to which a Party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice specifying the nature of such claim in reasonable detail and the amount or estimated amount thereof if known (which amount or estimated amount shall not be conclusive of the final amount, if any, of such claim) (a “Claim Notice”) to the Indemnifying Party as promptly as practicable, after learning of such Claim; provided, however, the failure of a Party to provide timely notice hereunder shall not preclude its claim for indemnification under this Agreement except to the extent the Indemnifying Party is prejudiced by such failure to provide timely notice. Subject to Section 9.4(e), the Indemnifying Party: (a) Party shall act diligently and in good faith with respect to all matters relating to have the defenseright, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates upon written notice to the Indemnified Party; Party (bthe “Defense Notice”) may, at its own cost, appoint as counsel in connection with conducting within ten (10) days after receipt from the defense and handling Indemnified Party of notice of such Third Party Claim any law firm or counsel reasonably selected claim, which notice by the Indemnifying Party and reasonably acceptable shall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the Indemnified Party; (c) keep defense against such claim in its own name, or if necessary, in the Indemnified Party informed name of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within five (at its own expense5) to Business Days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be present in person or through counsel at all legal proceedings giving rise subject again to the right of indemnificationIndemnified Party’s approval as provided in this Section 9.4(a).

Indemnification Procedure. In assuming Each party entitled to indemnification under this Agreement (the "Indemnified Party") shall give prompt notice to the party (the "Indemnifying Party") required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party's expense) to assume the defense of any Third Party Claimclaim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party: (a) Party who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defense, settlement claim or disposition relates litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party's expense; (b) mayand provided, at further, that the omission by any Indemnified Party to give prompt notice as provided in this Article IX shall not relieve the Indemnifying Party of its own costindemnification obligations under this Agreement, appoint as counsel except to the extent that the omission results in connection with conducting the defense and handling a failure of such Third Party Claim any law firm or counsel reasonably selected by actual prompt notice to the Indemnifying Party and reasonably acceptable such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party; (c) keep , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party informed of a release from all liability with respect to such claim or litigation. In the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided event that the Indemnifying Party shall does not settle or otherwise resolve accept the defense of any Third Party Claim which could lead to liability or create any financial or other obligation on the part of matter as provided in this section 9.2, the Indemnified Party for which shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party is not entitled to indemnification hereunder or which admits Party's sole discretion. In any wrongdoing or responsibility for the claim on behalf of event, the Indemnified Party, without prior written consent of the Indemnified Indemnifying Party, which may not be unreasonably withheld or delayed. The Indemnified Party Empire and the Sellers shall reasonably each cooperate with in the Indemnifying Party in its defense of any Third Party Claim for which such action and the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and records of each shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise available to the right of indemnificationother with respect to such defense.

Indemnification Procedure. In assuming When required to indemnify an indemnified Party (the “Indemnified Party”) in accordance with Section 9.2 or this Section 10, the Operator or the Owner, as applicable (in such capacity, the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in good faith the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of Claim against such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to shall bear the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesexpense thereof, subject to prior notification to the Indemnified Party; provided that whether or not the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of be joined therein, and 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such Claim, provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any Third such Claim, but the fees and expenses of such counsel by such Indemnified Party Claim for which shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party has assumed and such Indemnified Party in the conduct of the defense of such Claim (in accordance with this Section 15.3.3, and which case the Indemnifying Party shall not have the right to control the defense or settlement of such Claim on behalf of such Indemnified Party) or (at its own expensec) to be present in person or through the Indemnifying Party shall not have employed counsel at all legal proceedings giving rise reasonably acceptable to the right Indemnified Party to assume the defense of indemnificationsuch Claim within a reasonable time after notice of the commencement thereof. In each of such cases set forth in the second sentence of this paragraph, the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party except where the Indemnifying Party is ultimately deemed not to have been required to provide the indemnity sought by the Indemnified Party.

Indemnification Procedure. Each party entitled to be indemnified pursuant to Section 9.1 and 9.2 (each, an “Indemnified Party”) shall notify the other 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 9.1 or 9.2, 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 such other party from any liability which it may have to such Indemnified Party except to the extent the other party shall have been materially prejudiced by the omission of such Indemnified Party so to notify it, pursuant to this Section 9.3. In assuming case any such action shall be brought against any Indemnified Party and it shall notify the other party of the commencement thereof, the other party shall be entitled to participate therein and, to the extent that such other 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 its election so to assume the defense thereof, the other party will not be liable to such Indemnified Party under Section 9.1 or 9.2 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the other party; provided, however, that (a) if the other party shall elect not to assume the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement such claim or disposition of such Third Party Claim as the defense, settlement action or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep if the Indemnified Party informed reasonably determines (x) that there may be a conflict between the positions of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part party and of the Indemnified Party in defending such claim 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 other party, then not more than one firm of separate counsel for which the Indemnified Party is not shall be entitled to indemnification hereunder participate in and conduct the defense, in the case of (a) and (b)(x), or which admits such different defenses, in the case of (b)(y), and the other party shall be liable for any wrongdoing reasonable legal or responsibility for the claim on behalf of other expenses incurred by the Indemnified Party, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate in connection with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationdefense.

Indemnification Procedure. In assuming Each Indemnified Party shall give notice to the Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any Third such claim or any litigation resulting therefrom, provided the Indemnifying Party Claim, acknowledges its obligations to indemnify the Indemnified Party with respect to the claim and provided further that counsel for the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates to shall be approved by the Indemnified Party; Party (b) maywhose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own costsuch party’s expense, appoint and provided further that the failure of any Indemnified Party to give notice as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by provided herein shall not relieve the Indemnifying Party and reasonably acceptable of its obligations under this Section 3 except to the Indemnified extent that the failure to give such notice is materially prejudicial to an Indemnifying Party; (c) keep the Indemnified Party informed of the status of ’s ability to defend such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesaction and provided further, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which and the Indemnified Indemnifying Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for can reasonably argue separate and different defenses; however, in such event, the claim on behalf Indemnifying Party shall still bear the expense of the Indemnified Party’s defense. No Indemnifying Party, without prior written in the defense of any such claim or litigation, shall, except with the consent of the each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If the Indemnifying Party does not assume the defense of any claim or proceeding resulting therefrom, the Indemnified Party may defend against such claim or proceeding as the Indemnified Party may deem appropriate and may settle such claim or proceeding in such manner as the Indemnified Party may deem appropriate with the Indemnifying Party’s consent which shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in withheld, all without prejudice to its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationindemnification hereunder.

Indemnification Procedure. In assuming The obligation of the defense of any Third Party ClaimCompany, Buyer, Parent or Seller, as applicable (the Indemnifying Party: "INDEMNIFYING PARTY"), to indemnify, hold harmless, defend and reimburse another party (a) shall act diligently and in good faith the "INDEMNIFIED PARTY", which with respect to Seller shall also include all matters relating Seller Indemnified Persons and with respect to the Buyer shall also include all Buyer Indemnified Persons) under Section 11.01 hereof with respect to any claim for which such indemnification is sought (a "CLAIM") is conditioned upon receiving from such Indemnified Party written notice of such Claim promptly after such Indemnified Party becomes aware of such Claim; provided, however, that any delay in giving such notice shall not release an Indemnifying Party from its obligations under this Article XI except to the extent and only to the extent that such Indemnified Party was prejudiced by such delay. The Indemnifying Party shall at its sole expense defend, contest, settle or otherwise protect against any Claim (including without limitation by taking reasonably necessary or appropriate action to remediate) with legal counsel or other appropriate consultants or experts (collectively, "EXPERTS") of its own selection that are reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right, but not the obligation, to (i) elect to defend, contest, settle or otherwise protect against such claims with Experts of its own choice, (ii) participate in the defense, settlement or disposition of such Third Party Claim as the defensecontest, settlement or disposition relates other protection of such claims with Experts of its own choice, and (iii) assert any and all defenses, cross claims or counterclaims it may have; provided, however, that such election, participation and assertion shall be at the Indemnified Party's sole cost and expense, notwithstanding anything in this Agreement to the contrary, unless (x) the Indemnified and Indemnifying Parties have agreed otherwise, (y) representation of both parties by the same Experts would be inappropriate due to actual or potential differing interests between them or (z) the Indemnifying Party fails to take reasonably necessary or appropriate action and employ appropriate Experts that are reasonably satisfactory to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling Party within a reasonable period of such Third Party Claim any law firm or counsel reasonably selected by the time. The Indemnifying Party and reasonably acceptable to the Indemnified Party; shall not be liable for any settlement of a Claim effected without its prior written consent (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) which shall have the right to settle the Claim on any terms the Indemnifying Party choosesnot be unreasonably withheld, subject to prior notification to the Indemnified Party; provided that the delayed or conditioned). The Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on without 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 relevant Indemnified Party, without 's prior written consent of the Indemnified Party, (which may shall not be unreasonably withheld withheld, conditioned or delayed) unless the settlement includes an unconditional general release of such Indemnified Party from all Liabilities that are the subject matter of the proceeding. The Indemnified Party shall reasonably cooperate with cooperate, and shall cause each other Indemnified Party to at all times cooperate, in all reasonable ways with, make (subject to the assertion of attorney-client and other applicable privileges) its respective relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnifying Party in its defense defense, contest, settlement or protection of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) subject to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. If a party entitled to indemnification ------------------------- hereunder ("Indemnified Party") is aware that a claim, demand or other ----------------- circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Section 11 (whether or not the amount of the claim is then quantifiable), such Indemnified Party shall promptly give written notice thereof to the other party ("Indemnitor"), and the Indemnified ---------- party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor -------- prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, that the Indemnitor's rights shall have been prejudiced or the Indemnitor's liability shall have been increased thereby. In assuming case any such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith thereof with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates counsel reasonably satisfactory to the Indemnified Party; (b) may, at provided, however, that the Indemnified -------- ------- Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own costchoice at the expense of the Indemnitor if, appoint as counsel in connection with conducting the defense and handling good faith judgment of such Third Party Claim any law firm or counsel reasonably selected the Indemnified Party's counsel, representation by the Indemnifying Party and reasonably acceptable Indemnitor's counsel may present a conflict of interest or there may be defenses available to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right which are different from or in addition to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification those available to the Indemnified Party; provided that the Indemnifying Party shall Indemnitor. The Indemnitor will not settle any claim, action, suit or otherwise resolve any Third Party Claim proceeding which could lead would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or create any financial or other obligation on the part plaintiff 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 a release of the Indemnified Party, in form and substance reasonably satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section 11.3, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or proceeding, the Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided -------- that an Indemnified Party shall not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity without the prior written consent of the Indemnified PartyIndemnitor, which may consent shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationwithheld.

Indemnification Procedure. In assuming (a) If the defense claim or demand set forth in the Notice of any Third Claim given by the Indemnified Party Claimpursuant to Section 12.05 is a claim or demand asserted by a third party, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification elect (by notice in writing to the Indemnified Party; provided that Party within fifteen (15) days after the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part Date of the Indemnified Party for which the Indemnified Party is not entitled Notice of Claim) to indemnification hereunder defend such third party claim or which admits any wrongdoing or responsibility for the claim demand on behalf of the Indemnified Party, without prior written consent at the Indemnifying Party’s sole cost and expense if (i) the Indemnifying Party acknowledges that it is obligated to indemnify the Indemnified Party in respect of such claim or proceeding, (ii) the third party claim involves only monetary damages and does not seek an injunction or other equitable relief, and (iii) settlement or an adverse judgment of the third party claim is not, in the good faith judgment of the Indemnified Party, which may not be unreasonably withheld likely to establish a pattern or delayedpractice adverse to the continuing business interests of the Indemnified Party. The If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives as reasonably requested all records and other materials which are reasonably required in the defense of such third party claim or demand and shall otherwise reasonably cooperate with and assist the Indemnifying Party in its the defense of any Third such third party claim or demand, subject to the reimbursement of the reasonable costs and expenses incurred by the Indemnified Party Claim for which as a result of a request by the Indemnifying Party has assumed to so cooperate. So long as the defense Indemnifying Party is defending such third party claim or demand in accordance with this Section 15.3.3good faith, and the Indemnified Party shall not pay, settle or compromise such third party claim or demand without the consent of the Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall have the right (to participate in the defense of such third party claim or demand, at its own expense) . If the Indemnifying Party does not elect to be present defend such third party claim or demand, does not defend such third party claim in person good faith or through counsel at all a timely manner, or if there are one or more legal proceedings giving rise defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend or participate in the defense of indemnificationsuch third party claim or demand; provided, however, that (i) the Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; (ii) the Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article XII, and (iii) the Indemnifying Party shall be bound by the results obtained in good faith and in accordance with the terms of this Section 12.06 by the Indemnified Party with respect to such claim or demand.

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith Promptly after receipt by a RSL Indemnified Party or a Global One Indemnified Party (hereinafter collectively referred to as an "Indemnified Party") of notice by a third party of any complaint or the commencement of any action or proceeding with respect to all matters relating which indemnification is being or may be sought hereunder, such Indemnified Party shall notify RSL or Global One, whichever is the appropriate indemnifying Party hereunder (the "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 and such failure to so notify the Indemnifying 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 defenseextent that, settlement or disposition such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such Third claim. The Indemnifying Party Claim as shall have the defenseright, settlement or disposition relates upon written notice to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting to assume the defense and handling of such Third Party Claim any law firm action or proceeding, including the employment of counsel reasonably selected by satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. In the event, however, that the Indemnifying Party and declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably acceptable satisfactory to the Indemnified Party; (c) keep the , in either case in a timely manner, then such Indemnified Party informed of the status of may employ counsel to represent or defend it in any such Third Party Claim; (d) shall have the right to settle the Claim on any terms action or proceeding and the Indemnifying Party choosesshall pay the reasonable fees and disbursements of such counsel as incurred; provided, subject to prior notification to the Indemnified Party; provided however, that the Indemnifying Party shall not settle be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or otherwise resolve proceeding. In any Third Party Claim action or proceeding with respect to which could lead to liability or create any financial or other obligation on the part of indemnification is being sought hereunder, the Indemnified Party for which or the Indemnified Party Indemnifying Party, whichever is not entitled assuming the defense of such action, shall have the right to indemnification hereunder participate in such litigation and to retain its own counsel at such Party's own expense. The Indemnifying Party or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party, without prior written consent of as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, which as the case may not be unreasonably withheld or delayed. The Indemnified Party shall be, reasonably cooperate with apprised of the Indemnifying Party in its status of the defense of any Third Party Claim for which the Indemnifying Party has assumed action the defense of which they are maintaining and to cooperate in accordance good faith with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise each other with respect to the right defense of indemnificationany such action.

Indemnification Procedure. In assuming the defense For purposes of any Third Party Claimthis Article VIII, the Indemnifying Party: (a) party entitled to indemnification shall act diligently be known as the "INJURED PARTY" and the party required to indemnify shall be known as the "OTHER PARTY." In the event that the Other Party shall be obligated to the Injured Party pursuant to this Article VIII, or in the event that a suit, action, investigation, claim or proceeding is begun, made or instituted and as a result of which the Other Party may become obligated to the Injured Party hereunder, the Injured Party shall give prompt written notice to the Other Party of the occurrence of such event; provided, however, that the failure to so notify the Other Party shall not relieve the Other Party from any obligation or liability which it may have under this Article VIII, unless such notice is delivered following the expiration of the applicable survival period, except to the extent that the Other Party has been prejudiced in any material respect by such failure and in good faith any event shall not relieve the Other Party from any other obligation or liability which it may have to such Injured Party otherwise than under this Article VIII. The Other Party agrees to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding with respect counsel of its choice at the Other Party's cost and expense and shall have the sole power to all matters relating control and direct such defense at its cost; provided, however, that such counsel shall be satisfactory to the defenseInjured Party in the exercise of its reasonable judgment. The Injured Party shall have the right, settlement or disposition of such Third Party Claim as but not the defenseobligation, settlement or disposition relates to the Indemnified Party; (b) may, participate at its own cost, appoint as counsel expense in connection with conducting the defense and handling thereof by counsel of such Third its own choice. The Injured Party Claim shall not settle, admit or in any law firm way materially prejudice a suit, action, investigation, claim or counsel reasonably selected proceeding for which it is indemnified by the Indemnifying Other Party without the written consent of the Other Party. In the event that (i) the Other Party fails to timely defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding, (ii) the Other Party shall not have employed counsel to represent such Injured Party within a reasonable time after notice of the institution of any such lawsuit, claim or proceeding, (iii) the use of counsel chosen by the Other Party to represent such Injured Party would present such counsel with a conflict of interest or (iv) the defendants in, or targets of, any such lawsuit, claim or proceeding include both an Injured Party and the Other Party and such Injured Party shall have reasonably acceptable concluded that there may be legal defenses available to it or to other Injured Parties which are different from, or in addition to, those available to the Indemnified Other Party; (c) keep , the Indemnified Injured Party informed of the status of such Third Party Claim; (d) shall have the right to settle defend, contest or otherwise protect against the Claim on same and may make any terms compromise or settlement thereof and recover the Indemnifying entire cost thereof from the Other Party choosesincluding, subject to prior notification to without limitation, reasonable attorneys fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or compromise or settlement thereof, and the Indemnified Party; provided that the Indemnifying Other Party shall not settle or otherwise resolve any Third Party Claim which could lead have the right to liability or create any financial or other obligation on direct the part defense 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 such action on behalf of the Indemnified Injured Party, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified foregoing indemnification commitments shall apply whether or not the Injured Party shall reasonably cooperate with the Indemnifying Party in its defense of is a formal party to any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3such lawsuit, and shall have the right (at its own expense) to be present in person claim or through counsel at all legal proceedings giving rise to the right of indemnificationproceeding.

Indemnification Procedure. In assuming A party entitled to indemnification hereunder (an "Indemnified Party") shall notify the defense party against whom a claim of indemnification is to be made (the "Indemnifying Party") with reasonable promptness of its discovery of any Third Party Claim, matter giving rise to a claim of indemnity pursuant hereto. Such notice shall set forth in reasonable detail the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition facts of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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 aware that may give rise to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf hereunder. With respect to any third party claim or action that could give rise to indemnity hereunder, the Indemnified Party and the Indemnifying Party shall each have the opportunity to participate in the defense of such claim or action with counsel of such party's choice. Notwithstanding the foregoing, the Indemnified Party shall direct the defense, but any settlement of a claim or action or the resolution of any matter giving rise to a claim for indemnity under Section 8.1 shall be subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall reimburse the Indemnified Party, without prior written consent promptly upon request therefor from time to time, for all amounts owed and unpaid under Section 8.1, including costs of defense and investigation as they accrue. Notwithstanding the requirements of the Indemnified Partypreceding provisions of this Section 8.2, which may not be unreasonably withheld or delayed. The no failure by an Indemnified Party to provide any notice, permit any participation or seek any consent under this Section 8.2 shall reasonably cooperate with relieve the Indemnifying Party in of its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this obligations under Section 15.3.38.1, unless and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise only to the right of indemnification.extent that such failure shall increase

Indemnification Procedure. In assuming the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any Third Party Claim, claim or any litigation resulting there from provided that (i) counsel for the Indemnifying Party: (a) Party who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defense, settlement claim or disposition relates litigation shall be reasonably satisfactory to the Indemnified Party; , (bii) maythe Indemnified Party may participate in such defense at such Indemnified Party's expense, at and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its own cost, appoint as counsel indemnification obligation under this Agreement except to the extent that such omission results in connection with conducting the defense and handling a failure of such Third Party Claim any law firm or counsel reasonably selected by actual notice to the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified such Indemnifying Party informed of the status is materially damaged as a result of such Third Party Claim; (d) shall have failure to give notice. Except with the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not be unreasonably withheld include as an unconditional term thereof the giving by each claimant or delayedplaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. The In the event that the Indemnified Party shall reasonably cooperate in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party or its ability to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in its defense respect of any Third such claim or litigation relating thereto, the Indemnified Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) all times to take over and assume control over the defense, settlement negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be present unreasonably withheld. In the NALG/NKS Stock Exchange Agreement 8 event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or arrange to pay in person full such claim or through counsel at all legal proceedings giving rise demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section and the records of each shall be available to the right of indemnificationother with respect to such defense.

Indemnification Procedure. In assuming Indemnified Party shall promptly notify the other party from whom it is seeking indemnification [“Indemnifying Party”] upon becoming aware of a Third-Party Claim under this Section [“Indemnified Claim”]. Indemnifying Party shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel of its choosing, and Indemnified Party shall cooperate with Indemnifying Party in connection therewith, in each case at Indemnifying Party’s sole cost and expense. Indemnified Party may participate in the defense of any Third Party such Indemnified Claim, the Indemnifying Party: (a) shall act diligently with counsel of its choosing and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense cost and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the expense. Indemnifying Party shall not settle or otherwise resolve any Third Party Indemnified 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 without Indemnified Party, without ’s prior written consent of the Indemnified Party, (which consent may not be unreasonably withheld withheld, conditioned, or delayed). The If Indemnifying Party fails or refuses to assume control of the defense of such Indemnified Claim, Indemnified Party shall reasonably cooperate will have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to Indemnifying Party, in each case in such manner and on such terms as Indemnified Party may deem appropriate. Neither Indemnified Party’s failure to perform any obligation under this Section nor any act or omission of Indemnified Party in the defense or settlement of any Indemnified Claim will relieve Indemnifying Party of its obligations under this Section, including with respect to any Losses, except to the extent that the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party can demonstrate that it has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationbeen materially prejudiced as a result thereof.

Indemnification Procedure. In assuming the defense Promptly after any Investor Indemnified Party has received notice of any Third indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Investor Indemnified Party Claim, the Indemnifying Party: (a) shall act diligently and believes in good faith with respect is an indemnifiable claim under this Agreement, the Investor Indemnified Party shall give the Company written notice of such claim or the commencement of such action, suit or proceeding, but failure to all matters relating so notify the Company will not relieve the Company from any liability it may have to such Investor Indemnified Party hereunder except to the defense, settlement or disposition extent that the Company is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Third Party Claim as the defense, settlement or disposition relates claim to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) extent then known. The Company shall have the right to settle the Claim on any terms the Indemnifying Party choosesdefend and settle, subject to prior notification at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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 Investor Indemnified Party, without prior written consent any such matter as long as the Company pursues the same diligently and in good faith; provided, that in no event shall the Company be entitled to assume the defense of the any action if such action (a) is with respect to a criminal proceeding, action, indictment, allegation or investigation; or (b) seeks an injunction or other equitable relief against any Investor Indemnified Party. If the Company undertakes to defend or settle, which may not be unreasonably withheld or delayed. The it shall promptly (and in no event later than five days after its decision) notify the Investor Indemnified Party of its intention to do so, and the Investor Indemnified Party shall reasonably cooperate with the Indemnifying Company and its counsel in all commercially reasonable respects in the defense thereof and/or the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Company with any books, records and other information relevant to the claim reasonably requested by the Company and in the Investor Indemnified Party’s possession or control. Such cooperation of the Investor Indemnified Party shall be at the cost of the Company. After the Company has notified the Investor 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 Investor Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Investor Indemnified Party shall be entitled (a) at its expense, to participate in the defense of any Third Party Claim for which such asserted liability and the Indemnifying Party negotiations of the settlement thereof and (b) if (i) the Company has assumed failed to assume the defense or employ counsel reasonably acceptable to the Investor Indemnified Party within ten (10) Business Days of when the Investor Indemnified Party provides the Company written notice of the claim or (ii) if the defendants in accordance any such action include both the Investor Indemnified Party and the Company and counsel to the Investor Indemnified Party shall have concluded that there may be reasonable defenses available to the Investor Indemnified Party that are different from or in addition to those available to the Company or if the interests of the Company reasonably may be deemed to conflict with this Section 15.3.3the interests of the Company, and then the Investor Indemnified Party shall have the right (at its own expense) to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be present in person reimbursed by the Company as incurred. Notwithstanding any other provision of this Agreement, the Company shall not settle any indemnified claim without the consent of the Investor Indemnified Party, unless the settlement thereof imposes no liability or through counsel at all legal proceedings giving rise obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing, malfeasance or failure to act by, the right of indemnificationInvestor Indemnified Party.

Indemnification Procedure. In assuming An Indemnified Party shall promptly notify the defense of any Third Party Claim, the party from whom it is seeking indemnification ("Indemnifying Party: (a") shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition upon becoming aware of such Third a Third-Party Claim as the defense, settlement or disposition relates to the under this Section 8 ("Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting Claim"). The Indemnifying Party shall promptly assume control of the defense and handling investigation of such Third Party Claim any law firm or the Indemnified Claim, with counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep , and the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its connection therewith, in each case at the Indemnifying Party's sole cost and expense. The Indemnified Party may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense. The Indemnifying Party shall not settle any Third Indemnified Claim on any terms or in any manner that adversely affects the rights of any Indemnified Party Claim for without such Indemnified Party's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If the Indemnifying Party has assumed fails or refuses to assume control of the defense in accordance with this Section 15.3.3of such Indemnified Claim, and the Indemnified Party shall have the right (at its own expense) right, but no obligation, to be present in person or through counsel at all legal proceedings defend against such Indemnified Claim, including settling such Indemnified Claim after giving rise notice to the right Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party's failure to perform any obligation under this Section 8.3 nor any act or omission of indemnificationthe Indemnified Party in the defense or settlement of any Indemnified Claim shall relieve the Indemnifying Party of its obligations under this Section 8, including with respect to any Losses, except to the extent that the Indemnifying Party can demonstrate that it has been prejudiced as a result thereof. Each party's liability under this Section 8 shall be limited to the amount of royalties paid (or payable) during the twelve (12) months' preceding the claim with respect to which indemnification is sought.

Indemnification Procedure. In assuming A party claiming indemnification under this Article 10 (the defense “Indemnified Party”) will give prompt notice in writing to the party from whom such indemnification is or may be sought (the “Indemnifying Party”) of any Third action, proceeding, claim, or potential claim (each, a “Claim”) which could give rise to a right to indemnification hereunder, describing the Claim in reasonable detail, along with copies of any correspondence, court papers, or other writings setting forth the Claim. The Indemnified Party will have the right, at its option, to engage its own counsel to represent it in response to any Claim, but in all cases, the Indemnifying Party: (a) Party shall, except as herein agreed, maintain control and responsibility for the defense and/or settlement of the Claim, and shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to promptly reimburse the Indemnified Party; (b) mayParty for all reasonable attorney fees, at its own costcosts, appoint as counsel in connection expenses, and expert fees, if any. The Indemnified Party will reasonably cooperate with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; its counsel (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms if any, and at the Indemnifying Party chooses, subject to prior notification to Party’s cost) in the Indemnified Party; provided that the defense and/or settlement of any such Claim. The Indemnifying Party shall not settle or otherwise resolve any Third Party 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 Partynot, without the prior written consent of the Indemnified Party, : (i) settle or compromise any Claim or consent to the entry of any final judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff of a written release or releases from all liability in respect of such Claim of all Indemnified Parties affected by such Claim; or (ii) settle or compromise any Claim if the settlement imposes equitable remedies or material obligations on the Indemnified Party other than financial obligations for which may not such Indemnified Party shall be unreasonably withheld or delayedindemnified hereunder. The Indemnified Party shall reasonably cooperate will not enter into any settlement with respect to such Claim without the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationParty’s prior written consent.

Indemnification Procedure. (a) Promptly after receipt by a Purchaser Indemnified Party or a Company’s Indemnified Party (hereinafter collectively referred to as an “Indemnified Party”) of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Losses or Company’s Losses, as the case may be, such Indemnified Party will notify the Purchaser, the Company or the Seller Representative, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from Liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. Such notice shall contain a copy of such complaint or other notice of commencement. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within ten (10) days thereafter of assuming full responsibility for any Purchaser Losses or Company’s Losses, as the case may be, resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. If, however, the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10) day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will pay the reasonable and documented fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of any Third such action, will have the right to participate in such matter and to retain its own counsel at such Party’s own expense. The Indemnifying Party Claimor the Indemnified Party, as the case may be, will at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party: (a) shall act diligently , as the case may be, reasonably apprised of the status of the defense of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationsuch matter.

Indemnification Procedure. In assuming The Purchaser Parties, in the defense case of Section 9.01 hereof, and Thralow, in the case of Section 9.02 hereof (hereinafter, the applicable party or parties providing indemnity, the "Indemnifying Party" and the party or parties being indemnified, the "Indemnified Party") agree to give the Indemnifying Party prompt written notice of the allegation by any third party of the existence of any Third liability, obligation, lease, agreement, contract, other commitment or state of facts referred to in clause (iii) of Sections 9.01 and 9.02 hereof, as applicable. The Indemnifying Party Claimshall be entitled, at his or its sole cost and expense, to participate in and to control the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the contest, defense, settlement or disposition compromise of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that claim if the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead agree in writing within 15 days after the receipt of notice of such claim that it is required, pursuant to liability or create any financial or other obligation on the part of this Article 9, to indemnify the Indemnified Party for which the full amount of such claim (the "Claim Acknowledgement Procedure"). If the Indemnifying Party shall assume the defense of a claim hereunder, 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, without prior written consent of the Indemnified Party, which may not shall be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate kept informed with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3respect to, and shall have the right (to participate in, the contest, defense, settlement or compromise of any such claim. If the Indemnifying Party does not assume the defense of a claim within a reasonable time after notice thereof or, after assumption, does not thereafter diligently pursue such defense or does not comply with the Claim Acknowledgement Procedure, the Indemnified Party shall be entitled to defend, settle or compromise such matter for the account and at its own expense) the expense of the Indemnifying Party. Notwithstanding the foregoing provisions of this Section 9.03, the Indemnified Party shall have the sole right to be present in person control the contest, defense, settlement or through counsel at all legal proceedings giving rise compromise of any claim if such claim is not a claim solely for monetary damages. Notwithstanding anything to the right contrary set forth in this Article IX, no Indemnified Party shall be entitled to indemnification until the aggregate amount of indemnificationLosses payable to such Indemnified Party (without giving effect to this limitation) exceeds $25,000; provided, that, if the aggregate amount of such Losses exceeds $25,000, indemnification shall be made to the full extent of any such Losses, including any such Losses that arose prior to the time that the aggregate of such Losses exceeded $25,000.

Indemnification Procedure. In assuming Each party entitled to indemnification under this Section 6 (for the purposes of this Section 6, the “Indemnified Party”) shall give notice to the party required to provide indemnification (for the purposes of this Section, the “Indemnifying Party”) after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any Third Party Claimsuch claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates to shall be approved by the Indemnified Party; Party (b) maywhose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own costsuch party’s expense, appoint and provided further that the failure of any Indemnified Party to give notice as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action, and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided further that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or otherwise resolve separate and different defenses. No Indemnifying Party, in the defense of any Third Party Claim which could lead to liability such claim or create any financial or other obligation on litigation, shall, except with the part consent 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 each Indemnified Party, without prior written consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the Indemnified Party, which may not be unreasonably withheld giving by the claimant or delayed. The plaintiff to such Indemnified Party shall reasonably cooperate with the Indemnifying Party of a release from all liability in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) respect to be present in person such claim or through counsel at all legal proceedings giving rise to the right of indemnificationlitigation.

Indemnification Procedure. In assuming If either Party is seeking indemnification under Sections 9.1 or 9.2 (the defense of any Third “Indemnified Party”), it shall inform the other Party Claim, (the “Indemnifying Party: (a”) shall act diligently and in good faith with respect to all matters relating of the Claim giving rise to the defense, settlement or disposition obligation to indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Claim. The Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle assume the defense of any such Claim on any terms for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party chooses, subject to prior notification to and the Indemnified Indemnifying Party; provided that ’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on without 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, without prior written consent of the Indemnified Party, which may such consent shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with , provided, however, that the Indemnifying Party in its defense shall not be required to obtain such consent if the settlement: (a) involves only the payment of any Third money and does not cause the Indemnified Party Claim for which to be subject to injunctive or other similar type of relief; (b) does not require an admission by the Indemnified Party; and (c) does not adversely affect the intellectual property Controlled by, or the rights or licenses granted to the Indemnifying Party has assumed (or its Affiliate) under this Agreement. If the defense Parties cannot agree as to the application of Section 9.1 or 9.2 as to any Claim, pending resolution of the dispute pursuant to Section 11.6, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with this Section 15.3.3, and shall have 9.1 or 9.2 upon resolution of the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationunderlying Claim.

Indemnification Procedure. In assuming Upon receipt by the Party seeking indemnification hereunder (an “Indemnified Party”) of notice of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party which might give rise to Damages, the Indemnified Party shall give prompt written notice thereof to the Party from which indemnification is sought (the “Indemnifying Party”) indicating the nature of claim and the basis therefor, provided that the failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party or the defense of any Third such claim is materially prejudiced thereby. The Indemnifying Party Claimshall have the right, at its option, to assume the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) maydefense of, at its own costexpense and by its own counsel, appoint as counsel in connection any such claim involving the asserted liability of the Indemnified Party. If any Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall agree to cooperate fully with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to its counsel in the Indemnified Partycompromise of, or defense against, any such asserted liability; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesprovided, subject to prior notification to the Indemnified Party; provided however, that the Indemnifying Party shall not settle not, as part of any settlement or otherwise resolve any Third Party Claim which could lead other compromise, admit to liability or create any financial or other obligation on agree to an injunction without 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with Notwithstanding an election by the Indemnifying Party in its to assume the defense of any Third claim as set forth above, such Indemnified Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expenseexpense if the Indemnifying Party has elected to assume such defense) to be present employ separate counsel and to participate in person or through counsel at all legal proceedings giving rise to the right defense of indemnificationany claim.

Indemnification Procedure. In assuming the event that either party to this Agreement is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party, the liabilities for which, or the costs or expenses of which, are Damages (a "Claim"), such party (the "Indemnified Party") shall give the other party (the "Indemnifying Party") prompt notice thereof. The Indemnifying Party shall be entitled to assume the defense of any Third Party such Claim, provided that counsel for the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected shall be approved by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) whose approval shall have the right to settle the Claim on any terms the Indemnifying Party choosesnot unreasonably be withheld), subject to prior notification to and the Indemnified PartyParty may assume or participate in such defense at such party's expense; provided provided, however, that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on pay such expense, including the part expenses of separate counsel, if representation of the Indemnified Party for which by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article VII unless the failure to give such notice is not entitled materially prejudicial to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a full release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior written consent of the Indemnified Party, which may (not to be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationwithheld).

Indemnification Procedure. (a) In assuming the defense event that any Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) against such Indemnified Party, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the defense, settlement or disposition of Indemnified Party shall give written notice regarding such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; within thirty (c30) keep the Indemnified Party informed of the status days after receiving written notice of such Third Party Claim; (d) provided, however, that the failure to so notify an Indemnifying Party shall have the right to settle the Claim on any terms not relieve the Indemnifying Party chooses, subject to prior notification of its obligations hereunder except to the Indemnified Party; provided extent (and only to the extent) that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall not settle or otherwise resolve any describe the Third Party Claim which could lead in reasonable detail and include reasonable supporting documentation related thereto (as applicable) and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall be entitled, by giving notice to liability or create any financial or other obligation on the part of the Indemnified Party for which not later than thirty (30) days after receipt of such notice of such Third Party Claim, to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and/or to assume the defense thereof (subject to the limitations set forth below) at such Indemnifying Party’s expense by appointing a nationally recognized and reputable counsel reasonably acceptable to 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present the lead counsel in person or through counsel at all legal proceedings giving rise to the right of indemnificationconnection with such defense.

Indemnification Procedure. In assuming Each party entitled to indemnification under this Section 7 (the "Indemnified Party") shall give notice in writing in the manner provided under Section 8.4 hereof to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any Third Party Claimsuch claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or any litigation resulting therefrom, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected shall be approved by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party whose approval shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of unreasonably be withheld), and the Indemnified Party for which may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party is to give notice as provided herein shall not entitled relieve the Indemni fying Party of its obligations under this Section 7 except to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which extent the Indemnifying Party has assumed been prejudiced by such failure. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in accordance respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with this Section 15.3.3, defense of such claim and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationlitigation resulting therefrom.

Indemnification Procedure. In assuming Upon receipt by the Party or Related Party seeking indemnification hereunder (an “Indemnified Party”) of notice of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party which might give rise to Damages, the Indemnified Party shall give prompt written notice thereof to the Party from which indemnification is sought (the “Indemnifying Party”) indicating the nature of claim and the basis therefor, provided that the failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party or the defense of any Third such claim is materially prejudiced thereby. The Indemnifying Party Claimshall have the right, at its option, to assume the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) maydefense of, at its own costexpense and by its own counsel, appoint as counsel in connection any such claim ***Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with conducting the defense SEC. involving the asserted liability of the Indemnified Party. If any Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and handling of such Third the Indemnified Party Claim any law firm or counsel reasonably selected by shall agree to cooperate fully with the Indemnifying Party and reasonably acceptable to its counsel in the Indemnified Partycompromise of, or defense against, any such asserted liability; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesprovided, subject to prior notification to the Indemnified Party; provided however, that the Indemnifying Party shall not settle not, as part of any settlement or otherwise resolve any Third Party Claim which could lead other compromise, admit to liability or create any financial or other obligation on agree to an injunction without 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with Notwithstanding an election by the Indemnifying Party in its to assume the defense of any Third claim as set forth above, such Indemnified Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expenseexpense if the Indemnifying Party has elected to assume such defense) to be present employ separate counsel and to participate in person or through counsel at all legal proceedings giving rise to the right defense of indemnificationany claim.

Indemnification Procedure. In assuming Each Indemnified Party shall give notice to the Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any Third such claim or any litigation resulting therefrom, provided the Indemnifying Party Claim, acknowledges its obligations to indemnify the Indemnified Party with respect to the claim and provided further that counsel for the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates to shall be approved by the Indemnified Party; Party (b) maywhose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own costsuch party’s expense, appoint and provided further that the failure of any Indemnified Party to give notice as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by provided herein shall not relieve the Indemnifying Party and reasonably acceptable of its obligations under this Section 3 except to the Indemnified extent that the failure to give such notice is materially prejudicial to an Indemnifying Party; (c) keep the Indemnified Party informed of the status of ’s ability to defend such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesaction and provided further, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which and the Indemnified Indemnifying Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for can reasonably argue separate and different defenses; however, the claim on behalf Indemnifying Party shall still bear the expense of the Indemnified Party’s defense. No Indemnifying Party, without prior written in the defense of any such claim or litigation, shall, except with the consent of the each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If the Indemnifying Party does not assume the defense of any claim or proceeding resulting therefrom, the Indemnified Party may defend against such claim or proceeding as the Indemnified Party may deem appropriate and may settle such claim or proceeding in such manner as the Indemnified Party may deem appropriate with the Indemnifying Party’s consent which shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in withheld, all without prejudice to its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationindemnification hereunder.

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) Notice of Claim. Promptly, but in any event within 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (any such claim an "Indemnification Claim"), the party or parties entitled to indemnification hereunder (the "Indemnified Party") shall act diligently and in good faith give written notice to the party or parties subject to indemnification obligations therefor (the "Indemnifying Party") of such Indemnification Claim (a "Notice of Claim"). A Notice of Claim shall be given with respect to all matters relating Indemnification Claims then known; provided, however, that the failure to the defense, settlement or disposition timely give a Notice of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve relieve the Indemnifying Party from any Third Party Claim which could lead liability that it may have to liability or create any financial or other obligation on the part of the Indemnified Party for hereunder to the extent that the Indemnifying Party is not prejudiced by such failure. Subject to Section 6.1 hereof, no Indemnified Party shall be entitled to give a Notice of Claim with respect to any representation and warranty twenty-four (24) months from the date hereof. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf as a result of the Indemnified Party, without prior written consent such Indemnification Claim and a brief description of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings facts giving rise to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the right of indemnificationsame).

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and If the claim or demand set forth in good faith with respect to all matters relating to the defense, settlement or disposition Notice of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected given by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed pursuant to Section 9.4 of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesthis Agreement is a claim or demand asserted by a third party, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party have fifteen (15) days after the Date of the Notice of Claim which could lead to liability or create any financial or other obligation on the part of notify the Indemnified Party for which the Indemnified Party is not entitled in writing of its election to indemnification hereunder defend such third party claim or which admits any wrongdoing or responsibility for the claim demand on behalf of the Indemnified Party; provided, without prior written consent that an Indemnifying Party's election to defend shall not constitute an acknowledgement of any liability for indemnity of the Indemnified claim or prejudice the Indemnifying Party's right to defend against any such liability. If the Indemnifying Party elects to defend such third party claim or demand, which may not be unreasonably withheld or delayed. The the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials which are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with with, and assist the Indemnifying Party in its the defense of any Third Party Claim for which of, such third party claim or demand, and so long as the Indemnifying Party has assumed is defending such third party claim or demand in good faith, the defense in accordance with this Section 15.3.3Indemnified Party shall not pay, and settle or compromise such third party claim or demand. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall have the right (to participate in the defense of such third party claim or demand, at its own expense. If the Indemnifying Party does not elect to defend such third party claim or demand, or does not defend such third party claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such third party claim or demand; provided, however, that (i) the Indemnified Party shall not have any obligation to be present participate in person the defense of, or through counsel at all legal proceedings giving rise to defend, any such third party claim or demand; and (ii) the right Indemnified Party's defense of indemnificationor its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article IX.

Indemnification Procedure. In assuming Each party entitled to indemnification ------------------------- under this Agreement (the "Indemnified Party") shall give notice to the party ----------------- required to provide indemnification (the "Indemnifying Party") promptly after ------------------ such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any Third Party Claimsuch claim or any litigation resulting therefrom; provided, that counsel for -------- the Indemnifying Party: (a) , who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defenseclaim or litigation, settlement or disposition relates to shall be approved by the Indemnified PartyParty (whose approval shall not be unreasonably withheld); (b) mayand, at its own costprovided, appoint further, that the failure of any -------- ------- Indemnified Party to give notice as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by provided herein shall not relieve the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the of its obligations under this Agreement. The Indemnified Party informed of the status of may participate in such Third Party Claimdefense at such party's expense; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesprovided, subject to prior notification to the Indemnified Party; provided -------- however, that the Indemnifying Party shall not settle pay such expense if representation of ------- such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of potential differing interests between the Indemnified Party for which and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the Indemnified Party is not entitled to indemnification hereunder defense of any such claim or which admits any wrongdoing or responsibility for litigation shall, except with the claim on behalf consent of the each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnified Indemnifying Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) In the event that any party hereto shall act diligently sustain or incur any Losses in respect of which indemnification may be sought by such party pursuant to this Article 12, the party seeking such indemnification (the "Indemnitee") shall assert a claim for indemnification by giving prompt written notice thereof (the "Notice") which shall describe in reasonable detail the facts and in good faith circumstances upon which the asserted claim for indemnification is based along with respect to all matters relating a copy of the claim or complaint, to the defenseparty providing indemnification (the "Indemnitor"). The failure of the Indemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder, settlement or disposition except to the extent that the Indemnitor is materially prejudiced by such failure. For purposes of this Section 12.4, any Notice which is sent within 15 days of the date upon which the Indemnitee learned of such Third Party Claim as the defense, settlement or disposition relates Loss shall be deemed to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) have been a "prompt notice." The Indemnitor shall have thirty (30) days from the right date such notice is received to settle provide the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part Indemnitee with written notice of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or its acceptance of responsibility for the asserted claim on behalf (in whole or in part), or its rejection of the Indemnified Partysame, without unless the claim (i) relates to a lawsuit filed by a third party, in which case the Indemnitor shall respond at least ten (10) days prior written consent to the date a responsive pleading is due, or (ii) requires an immediate response, as in the case of a cease and desist demand by a third party or a notice to show cause, in which case the Indemnitor shall respond in a prompt, timely manner. Failure to respond within such period shall constitute rejection of the Indemnified Partyclaim. If the claim is rejected, which may not the parties shall make good faith efforts to resolve the matter by agreement. If no such agreement can be unreasonably withheld or delayed. The Indemnified Party reached within sixty (60) days of the Indemnitor’s receipt of the Notice, the matter shall reasonably cooperate be sent to arbitration for resolution in accord with the Indemnifying Party in its defense provisions of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification13.7 hereof.

Indemnification Procedure. In assuming The obligations and liabilities of the defense Indemnifying Party under this Article V with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article V (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition Party notice of such Third Party Claim as promptly after the defensereceipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, settlement if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or disposition relates arises); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article V except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article V. Upon written notice to the Indemnified Party; Party within five (b5) maydays of the receipt of such notice, at its own cost, appoint as counsel in connection with conducting the Indemnifying Party shall be entitled to assume and control the defense and handling of such Third Party Claim any law firm at its or his expense and through counsel of its or his choice (which counsel shall be reasonably selected by the Indemnifying Party and reasonably acceptable satisfactory to the Indemnified Party); (c) keep provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is not entitled required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to indemnification hereunder undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or which admits under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any wrongdoing such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses (including himself), records, materials and information in the Indemnifying Party’s possession or responsibility for under the claim Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party on behalf of the Indemnified Party, Party without the prior written consent of the Indemnified Party, Party (which may consent shall not be unreasonably withheld withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or delayedrefrain from taking, any action, the Indemnifying Party’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party shall reasonably cooperate will refrain from any act or omission that is inconsistent with the position taken by the Indemnifying Party in its the defense of any a Third Party Claim for which unless the Indemnifying Indemnified Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at determines that such act or omission is reasonably necessary to protect its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationinterest.

Indemnification Procedure. In assuming Promptly after receipt by either party of notice of the defense assertion of any Third Party Claimclaim or the commencement of any action, the Indemnifying Party: (a) shall act diligently and in good faith suit or proceeding with respect to all matters relating this Agreement, such party ("Indemnified Party") shall give written notice thereof to the defenseother party ("Indemnitor") and will thereafter keep the Indemnitor reasonably informed with respect thereto, settlement provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been prejudiced thereby. In case any such action, suit or disposition of such Third Party Claim as proceeding is brought against an Indemnified Party, the defenseIndemnitor shall be entitled to participate in (and, settlement or disposition relates in its discretion, to assume) the defense thereof with counsel satisfactory to the Indemnified Party; (b) may, at provided, however, that the Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own costchoice at the expense of the Indemnitor if, appoint as counsel in connection with conducting the defense and handling good faith judgment of such Third Party Claim any law firm or counsel reasonably selected the Indemnified Party's counsel, representation by the Indemnifying Party and reasonably acceptable Indemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right which are different from or in addition to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification those available to the Indemnified Party; provided that the Indemnifying Party shall Indemnitor. The Indemnitor will not settle any claim, action, suit or otherwise resolve any Third Party Claim proceeding which could lead would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or create any financial or other obligation on the part plaintiff 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 a release of the Indemnified Party, in form and substance satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or proceeding, the Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity without the prior written consent of the Indemnified PartyIndemnitor, which may consent shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationwithheld.

Indemnification Procedure. In assuming (a) If, subsequent to the defense Closing, any Person entitled to indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification for or receives notice of the assertion or commencement of any Third Party ClaimClaim as to which such Indemnified Party intends to seek indemnification under this Agreement, such Indemnified Party shall give reasonably prompt written notice of such claim to the Party from whom indemnification is to be sought (an “Indemnifying Party”), together with a statement of any available information regarding such claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within 15 days after receipt from the Indemnified Party of notice of such claim, by which notice the Indemnifying Party: Party shall specify the counsel it will appoint to defend such claim (a) shall act diligently and in good faith with respect “Defense Counsel”), to all matters relating to conduct at its expense the defense, settlement or disposition of defense against such Third Party Claim as in its own name, or if necessary in the defense, settlement or disposition relates to name of the Indemnified Party; (b) mayprovided, at its own costhowever, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep that the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle approve the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified PartyDefense Counsel, which may approval shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably Parties agree to cooperate fully with each other in connection with the Indemnifying Party in its defense defense, negotiation or settlement of any Third Party Claim for which Claim. If the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise delivers a Defense Notice to the right Indemnified Party, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by the Indemnifying Party, all at the expense of indemnificationthe Indemnifying Party.

Indemnification Procedure. In assuming The obligations and liabilities of the defense Company under this Article V with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article V (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnifying Party: (a) Indemnified Party shall act diligently and in good faith with respect to all matters relating to give the defense, settlement or disposition Company notice of such Third Party Claim as promptly after the defensereceipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, settlement if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or disposition relates arises); provided, however, that the failure to provide such notice shall not release the Company from any of its obligations under this Article V except to the extent the Company is materially prejudiced by such failure and shall not relieve the Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article V. Upon written notice to the Indemnified Party; Party within five (b5) maydays of the receipt of such notice, at its own cost, appoint as counsel in connection with conducting the Company shall be entitled to assume and control the defense and handling of such Third Party Claim any law firm at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel reasonably selected by for the Indemnifying Party and reasonably acceptable same counsel to the Indemnified Party; (c) keep represent both the Indemnified Party informed of and the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesCompany, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is not entitled required, at the expense of the Company. In the event the Company exercises the right to indemnification hereunder undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Company in such defense and make available to the Company, at the Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or which admits under the Indemnified Party's control relating thereto as is reasonably required by the Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any wrongdoing such Third Party Claim, the Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Company’s expense, all such witnesses (including himself), records, materials and information in the Company’s possession or responsibility for under the claim Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Company on behalf of the Indemnified Party, Party without the prior written consent of the Indemnified Party, Party (which may consent shall not be unreasonably withheld withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or delayedrefrain from taking, any action, the Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party shall reasonably cooperate will refrain from any act or omission that is inconsistent with the Indemnifying Party position taken by the Company in its the defense of any a Third Party Claim for which unless the Indemnifying Indemnified Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at determines that such act or omission is reasonably necessary to protect its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationinterest.

Indemnification Procedure. In assuming Any party obligated to indemnify the other party under this Agreement (the "INDEMNIFYING PARTY") shall have the right, by Notice to the other party, to assume the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith claim with respect to all matters relating which the other party is entitled to indemnification hereunder. If the defenseIndemnifying Party gives such notice, settlement or disposition of (i) such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as defense shall be conducted by counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable approved by the other party, such approval not to be unreasonably withheld or delayed (provided, however, that the Indemnified other party's approval shall not be required with respect to counsel designated by the Indemnifying Party's insurer); (cii) keep so long as the Indemnified Indemnifying Party informed of is conducting such defense with reasonable diligence, the status of such Third Indemnifying Party Claim; (d) shall have the right to settle control said defense and shall not be required to pay the Claim on fees or disbursements of any terms counsel engaged by the other party for services rendered after the Indemnifying Party chooses, subject to prior notification has given the Notice provided for above to the Indemnified Partyother party, Hotel Master Management Agreement Ashford TRS Corporation except if there is a conflict of interest between the parties with respect to such claim or defense; provided that and (iii) the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on have 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 Partyright, without prior written the consent of the Indemnified Partyother party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with to settle such claim, but only provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in its connection with or by reason of such settlement and, as part thereof, the other party is unconditionally released from all liability in respect of such claim. The other party shall have the right to participate in the defense of any Third Party Claim for which such claim being defended by the Indemnifying Party has assumed at the expense of the other 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 other 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 Section 15.3.3Agreement; or (ii) if a claim is covered by the Indemnifying Party's liability insurance, and shall have take or omit to take any action which would cause the right (at its own expense) insurer not to be present defend such claim or to disclaim liability in person or through counsel at all legal proceedings giving rise to the right of indemnificationrespect thereof.

Indemnification Procedure. Promptly after receipt by any ------------------------- party of notice of the assertion of any claim or the commencement of any action, suit or proceeding arising under this Agreement, such party ("Indemnified Party") shall give written notice thereof to the other party ("Indemnitor") and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been prejudiced thereby. In assuming case any such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith thereof with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates counsel satisfactory to the Indemnified Party; (b) may, at provided, however, that the Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own costchoice at the expense of the Indemnitor if, appoint as counsel in connection with conducting the defense and handling good faith judgment of such Third Party Claim any law firm or counsel reasonably selected the Indemnified Party's counsel, representation by the Indemnifying Party and reasonably acceptable Indemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right which are different from or in addition to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification those available to the Indemnified Party; provided that the Indemnifying Party shall Indemnitor. The Indemnitor will not settle any claim, action, suit or otherwise resolve any Third Party Claim proceeding which could lead would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or create any financial or other obligation on the part plaintiff 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 a release of the Indemnified Party, in form and substance satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or proceeding, the Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity without the prior written consent of the Indemnified PartyIndemnitor, which may consent shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationwithheld.

Indemnification Procedure. (a) In assuming the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the indemnifying party (the "Indemnitor") three calendar days after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnitor (at Indemnitor's expense) to assume the defense of any Third Party Claimclaim or any litigation resulting therefrom, provided that (i) the Indemnifying Party: (a) counsel for the Indemnitor who shall act diligently and in good faith with respect to all matters relating to conduct the defense, settlement or disposition defense of such Third Party Claim as the defense, settlement claim or disposition relates litigation shall be reasonably satisfactory to the Indemnified Party; , (bii) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnitor of its indemnification obligation under this Agreement except to the status extent that such omission results in a failure of actual notice to the Indemnitor and the Indemnitor is materially damaged as a result of such Third Party Claim; (d) shall have failure to give notice. Except with the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party 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, without prior written consent of the Indemnified Party, which may the Indemnitor, in the defense of any such claim or litigation, shall not be unreasonably withheld consent to entry of any judgment or delayedorder, interim or otherwise, or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. The In the event that the Indemnified Party shall reasonably cooperate with in good faith determine that the Indemnifying Party in its conduct of the defense of any Third claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnitor might be expected to affect adversely the Indemnified Party's tax liability or the ability of the Indemnified Party Claim for which or any of its subsidiaries to conduct its business, or that the Indemnifying Indemnified Party has assumed may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the defense Indemnitor in accordance with this Section 15.3.3respect of such claim or any litigation relating thereto, and the Indemnified Party shall have the right (at its own expense) all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnitor, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnitor, such consent not to be present unreasonably withheld. In the event that the Indemnitor does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in person full such claim or through counsel at all legal proceedings giving rise demand. Notwithstanding the foregoing, the Indemnitor shall still provide indemnification to the right Indemnified Party. In any event, the Indemnitor and the Indemnified Party shall 11 15 cooperate in the defense of indemnificationany claim or litigation subject to this Section and the records of each shall be available to the other with respect to such defense.

Indemnification Procedure. In assuming A Party entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give prompt written notification to the defense other Party of any Third Party Claimclaim, suit, action or demand for which indemnification is sough under this Agreement. Within thirty (30) days after delivery of such notification, the Indemnifying Party: (a) shall act diligently and in good faith with respect to all matters relating to the defenseother Party may, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates upon written notice thereof to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting assume control of the defense and handling of such Third Party Claim any law firm claim, suit, action or demand with counsel reasonably selected by the Indemnifying Party and reasonably acceptable satisfactory to the Indemnified Party; (c) keep , provided that the other Party shall not, in any event settle or enter into any other voluntary disposition of such claim, suit, action, or demand in any manner reasonably likely to adversely affect the Licensed Patent Rights, or the validity, enforceability, or scope thereof, without the Indemnified Party’s prior written consent. If the other Party does not assume control of such defense, the Indemnified Party informed of shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that, the status of such Third Indemnified Party Claim; (d) shall have the right to settle retain its own counsel, at the Claim on expense of the other Party, if representation of such Indemnified Party by the counsel retained by the other Party would be inappropriate because of actual or potential differences in the interests of such Indemnified Party and any terms the Indemnifying other Party chooses, subject to prior notification to the represented by such counsel. The Indemnified Party; provided that the Indemnifying Party shall not settle agree to any settlement of such action, suit, proceeding or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on claim without 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, without prior written consent of the Indemnified other Party, which may shall not be unreasonably withheld withheld, delayed or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationconditioned.

Indemnification Procedure. In assuming The party or parties seeking indemnification under this section (the defense "Indemnitee") shall notify the party or parties against whom such indemnification is being sought (the "Indemnitor") of any Third Party Claimsuch breach or claim, with reasonable promptness, but not later than fifteen (15) calendar days after receipt of notice of such claim, and solely in the case of third party claims, the Indemnifying Party: (a) Indemnitor or its legal representative shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) mayhave, at its own costelection, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle or defend any such matter involving any such asserted liability through counsel of Indemnitor's choosing and at its expense. Such notice and opportunity to settle or defend, if applicable, shall be a condition precedent to any liability of Indemnitor for third party claims under this section. If the Claim on Indemnitor undertakes to settle or defend any third party claims under this section, it shall notify the Indemnitee in writing promptly of its intention to do so, and Indemnitee shall fully cooperate with Indemnitor and its counsel in the settlement or defense thereof. If the Indemnitor elects to settle such third party claim, and the Indemnitee shall reject the terms of such settlement, the Indemnifying Party choosesIndemnitee shall be responsible for defending such claim, subject to prior notification including, without limitation, selecting legal counsel and negotiating terms of settlement. The Indemnitee shall be responsible for the payment of all fees of legal counsel so selected by it. In such event, the Indemnitor shall be responsible hereunder for the loss, liability or judgment incurred in such third party claim only to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part extent of the Indemnified Party for which amount of settlement therefore approved by the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for Indemnitor and rejected by the claim on behalf of the Indemnified Party, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationIndemnitee.

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: Neither Owner nor Programmer shall be entitled to indemnification pursuant to this Section 6.3 unless (a) shall act diligently and such claim for indemnification is asserted in good faith with respect to all matters relating writing delivered to the defenseother party, settlement or disposition of such Third Party Claim together with a statement as the defense, settlement or disposition relates to the Indemnified Party; factual basis for the claim and the amount of the claim and (b) maysuch claim, at its own costin the aggregate with all other claims made by such party under this Agreement and the Purchase Agreement, appoint as counsel in connection with conducting exceeds Two Hundred Thousand Dollars ($200,000), and then only to the defense extent of the excess over the amount of One Hundred Thousand Dollars ($100,000); provided, however, that the aggregate dollar amount of claims under this Agreement and handling of such Third Party Claim any law firm or counsel reasonably selected the Purchase Agreement shall not exceed Three Million Dollars ($3,000,000). The party making the claim (the "Claimant") shall make available to the other party (the "Indemnitor") the information relied upon by the Indemnifying Party and reasonably acceptable Claimant to substantiate the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) claim. The Indemnitor under this Section 6.3 shall have the right to settle conduct and control through counsel of such Indemnitor's own choosing the Claim on defense of any terms third party claim, action or suit (and the Indemnifying Party choosesClaimant shall cooperate fully with the Indemnitor), subject to prior notification to but the Indemnified PartyClaimant may, at its election, participate in the defense of any such claim, action or suit at its sole cost and expense; provided that that, if the Indemnifying Party Indemnitor shall fail to defend any such claim, action or suit, then the Claimant may defend through counsel of its own choosing such claim, action or suit, and (so long as it gives the Indemnitor at least fifteen (15) days' notice of the terms of the proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnitor the amount of such settlement or of any judgment and the costs and expenses of such defense. The Indemnitor shall not compromise or settle any third party claim, action or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on suit without 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, without prior written consent of the Indemnified PartyClaimant, which may consent will not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith Except with respect to all Tax matters relating which shall be governed by Section 10.6, promptly after receipt by a Parent Indemnified Party or a Stockholder Indemnified Party (hereinafter collectively referred to as an “Indemnified Party”) of notice by a third party of a threatened or filed complaint or the threatened or actual commencement of any Action with respect to which such Indemnified Party may be entitled to receive payment from the other Parties for any Parent Losses or Stockholder Losses, as the case may be, such Indemnified Party shall provide written notification to Parent, on the one hand, or the Stockholders’ Representative, on the other hand, whoever is the appropriate indemnifying Party or Parties hereunder (the “Indemnifying Party”) setting forth in reasonable detail the nature of the claim for which indemnification is sought, the provision(s) under this Agreement that provide the basis for such claim for indemnification, the amount of such third party claim (if known) and the portion of such amount subject to indemnification; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the defenseextent that, settlement or disposition of such Third failure to notify the Indemnifying Party Claim as results in (i) the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected forfeiture by the Indemnifying Party of rights and reasonably acceptable defenses otherwise available to the Indemnifying Party with respect to such claim or (ii) material prejudice to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party; Party within fifteen (c15) keep days thereafter, to assume the defense of such Action, including the employment of counsel reasonably satisfactory to the Indemnified Party informed and the payment of the status fees and disbursements of such Third Party Claimcounsel; (d) shall have the right to settle the Claim on any terms the Indemnifying Party choosesprovided, subject to prior notification to the Indemnified Party; provided however, that the Indemnifying Party shall not settle be entitled to assume or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part maintain control 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, without prior written consent of the Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Third Party Claim Action and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Parties if (A) such Action involves, relates to or arises in connection with any criminal Action, indictment, allegation or investigation, (B) such Action principally seeks an injunction or equitable relief against any Indemnified Parties, or (C) the amount in dispute or the ad damnum (whichever is greater), plus all projected costs and expenses associated with defending such Action, is greater than the Losses for which the Indemnifying Party has assumed remains liable under this Agreement (which, for purposes of this provision, shall be reduced by the amount of all other than pending indemnification claims against such Indemnifying Party). An election by the Indemnifying Party to assume the defense of such Action shall be deemed an acknowledgement by such Indemnifying Party that it is liable to the Indemnified Party for Losses arising out of, related to, or resulting from such Action, subject to the other provisions and limitations set forth in accordance this Agreement. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the Action on the terms provided above within such fifteen (15) day period, then the Indemnified Party may employ counsel to represent or defend it in any such Action and (provided such Indemnifying Party is not contesting in good faith its obligation to provide indemnification in respect of such matter) the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single Action. In any Action with this Section 15.3.3respect to which indemnification is being sought hereunder, and the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Action, shall have the right (at to participate in such matter and to retain its own expense) to be present in person or through counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party controlling the defense of such Action, as the case may be, shall at all legal proceedings giving rise times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of any matter the defense of which they are maintaining and to cooperate in good faith with, and consult with, each other with respect to the right defense of indemnificationsuch Action. If the Indemnifying Party fails to diligently prosecute or defend such Action, the Indemnified Party may assume control of such Action at the expense of the Indemnifying Party. The Party not controlling such Action shall cooperate with and make available to the controlling party such assistance and materials as may be reasonably requested by it (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Indemnification Procedure. With respect to Third-Party claims, all claims for indemnification by any Xxxxxxxx Indemnitee or MTI Indemnitee (each, as the case may be, an "Indemnified Party") hereunder shall be asserted and resolved as set forth in this Section 10.3. In assuming the defense event that any written claim or demand for which MTI or Xxxxxxxx (each, as the case may be, an "Indemnifying Party") would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party, such Indemnified Party shall promptly notify the Indemnifying Party of any Third such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"); provided, however, that the failure to provide prompt notice as provided herein shall relieve the Indemnifying Party Claimof its obligations hereunder only to the extent such failure prejudices the Indemnifying Party hereunder. The Indemnifying Party shall have thirty (30) days from the date of receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party of whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand. If the Indemnifying Party fails to respond to the Claim Notice within the Notice Period or otherwise fails to dispute such liability, the Indemnifying Party: (a) Party shall act diligently and in good faith with respect be obligated to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to defend the Indemnified Party against such claim or demand at the Indemnifying Party; (b) may's sole cost and expense. Except as hereinafter provided, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any law firm or counsel reasonably selected by event that the Indemnifying Party and reasonably acceptable agrees, or is otherwise obligated, to the Indemnified Party; (c) keep defend the Indemnified Party informed of against such claim or demand, the status of such Third Indemnifying Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to defend the Indemnified Party; provided that Party by appropriate proceedings and shall have the Indemnifying sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on demand without the part consent 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 Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which may consent shall not be unreasonably withheld withheld, delayed or delayed. The conditioned, settle, compromise or offer to settle or compromise any such claim or demand (a) on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party shall reasonably cooperate with or any Affiliate thereof, (b) if such settlement or compromise would result in the finding or admission of any violation of applicable law, or (c) if such settlement or compromise does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand. If the Indemnifying Party in its does not defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, and the Indemnifying Party is determined by a court of competent jurisdiction to have had an obligation to indemnify the Indemnified Party pursuant to this Agreement, then the amount of any such claim or demand or, if the same be contested by the Indemnified Party, that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense and to establishing the Indemnifying Party's indemnification obligations hereunder) shall be the liability and responsibility of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim claim (and shall be liable for which the costs and expenses of counsel employed by the Indemnified Party in defending such third party claim) if the Third Party claim seeks an order, injunction or other equitable relief or relief for other than money Damages against the Indemnified Party that the Indemnified Party reasonably Strategic Alliance Agreement - Execution Version -30- determines, after conferring with its counsel, cannot be separated from any related claim for money Damages. If such equitable or other relief pertaining to the non-monetary portion of the Third Party claim can be so separated from that for money Damages, the Indemnifying Party has assumed shall be entitled to assume the defense of the portion relating to money Damages. MTI and Xxxxxxxx shall each render to each other such assistance as may reasonably be requested in accordance with this Section 15.3.3, order to ensure the proper and shall have the right (at its own expense) to be present in person adequate defense of any Third-Party claim or through counsel at all legal proceedings giving rise to the right of indemnificationproceeding.

Indemnification Procedure. In assuming the defense of any Third Party Claim, the Indemnifying Party: (a) shall act diligently and in good faith Promptly after receipt by an RSL Indemnified Party or a Sprint LP Indemnified Party (hereinafter collectively referred to as an "Indemnified Party") of notice by a third party of any complaint or the commencement of any action or proceeding with respect to all matters relating which indemnification is being or may be sought hereunder, such Indemnified Party shall notify RSL or Sprint LP, whichever is the appropriate indemnifying Party hereunder (the "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 and such failure to so notify the Indemnifying 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 defenseextent that, settlement or disposition such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such Third claim. The Indemnifying Party Claim as shall have the defenseright, settlement or disposition relates upon written notice to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting to assume the defense and handling of such Third Party Claim any law firm action or proceeding, including the employment of counsel reasonably selected by satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. In the event, however, that the Indemnifying Party and declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably acceptable satisfactory to the Indemnified Party; (c) keep the , in either case in a timely manner, then such Indemnified Party informed of the status of may employ counsel to represent or defend it in any such Third Party Claim; (d) shall have the right to settle the Claim on any terms action or proceeding and the Indemnifying Party choosesshall pay the reasonable fees and disbursements of such counsel as incurred; provided, subject to prior notification to the Indemnified Party; provided however, that the Indemnifying Party shall not settle be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or otherwise resolve proceeding. In any Third Party Claim action or proceeding with respect to which could lead to liability or create any financial or other obligation on the part of indemnification is being sought hereunder, the Indemnified Party for which or the Indemnified Party Indemnifying Party, whichever is not entitled assuming the defense of such action, shall have the right to indemnification hereunder participate in such litigation and to retain its own counsel at such Party's own expense. The Indemnifying Party or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party, without prior written consent of as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, which as the case may not be unreasonably withheld or delayed. The Indemnified Party shall be, reasonably cooperate with apprised of the Indemnifying Party in its status of the defense of any Third Party Claim for which the Indemnifying Party has assumed action the defense of which they are maintaining and to cooperate in accordance good faith with this Section 15.3.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise each other with respect to the right defense of indemnificationany such action.