Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Upon the occurrence of an event giving rise to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlement.

Indemnification Procedure. Upon A Party that intends to claim indemnification (the occurrence “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of an event giving rise any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification hereunder(for purposes of this Section 13.3, Owner each a “Claim”), and the Indemnitor shall (i) give prompt notice to Manager have sole control of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) and/or settlement thereof; provided that the Indemnitee shall cooperate in have the defense thereof. Owner mayright to participate, at its own expense, participate with counsel of its own choosing in such defense, provided however, that, if Manager has agreed in writing to assume the defense and/or settlement of such claims, such participation expenses Claim. The indemnification obligations of the Parties under this Section 13 shall not become part apply to amounts paid in settlement of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim any Claim if such settlement is effected without the consent of Owner if (i) the settlement is purely monetaryIndemnitor, (ii) Manager hereunder admits in writing its liability which consent shall not be withheld or delayed unreasonably. The failure to Owner hereunder, and (iii) concurrently with such settlement, Manager pays deliver written notice to the full amount owed thereunder. Notwithstanding Indemnitor within a reasonable time after the foregoing, in the event Manager does not assume the defense commencement of any such claim or litigation in accordance with Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the terms hereof within Indemnitee under this Section 13, but the earlier of (i) thirty (30) days following omission so to deliver written notice from Owner or (ii) to the due date for response Indemnitor shall not relieve the Indemnitor of any liability to any complaint filedIndemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, then Owner may defend against and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action Claims covered by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementthis indemnification.

Indemnification Procedure. Upon The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the occurrence other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of an event the claim giving rise to indemnification hereundersuch obligation; provided, Owner however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (ib) give prompt notice to Manager Indemnitor shall have control of the defense and of all negotiations for settlement of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, claim or suit; and (iiic) Indemnitee shall cooperate with Indemnitor in the defense thereofor settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Owner maySubject to clause (b) above, at its own expense, Indemnitee may participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with suit at its own expense. Indemnitor shall not, without the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice consent of the same Indemnitee, enter into any settlement that reasonably can be expected to Managerrequire a material affirmative obligation of, on such terms as Owner may deem appropriate. In result in any action by Owner seeking indemnification from Manager ongoing material liability to or materially prejudice Indemnitee in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementway.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 12 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 12, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 12, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 12, 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 12.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 13 of notice of the occurrence commencement of any action, the indemnified party shall, if a claim is to be made against an event giving rise indemnifying party under this Section 13, notify the indemnifying party in writing, of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsthat claim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such the claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13, then counsel for that party shall be entitled to object conduct the defense to the manner in which Owner defended such claim or extent reasonably determined by counsel to be necessary to protect the amount interests of or nature that party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 13, but the omission to notify the indemnifying party shall not relieve the party of any liability that the party may have to any indemnified party otherwise than under this Section 13.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 8 of notice of the occurrence commencement of any action, the indemnified party shall, if a claim is to be made against an event giving rise indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsthat claim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such the claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 8, then counsel for that party shall be entitled to object conduct the defense to the manner in which Owner defended such claim or extent reasonably determined by counsel to be necessary to protect the amount interests of or nature that party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 8, but the omission to notify the indemnifying party shall not relieve the party of any liability that the party may have to any indemnified party otherwise than under this Section 8.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under Sections 9.1(c) and 9.1(d) hereof of notice of the occurrence commencement of an event giving rise any action for which a claim for indemnification is to indemnification hereunderbe made against the Borrower, Owner such indemnified party shall (i) give prompt notice to Manager notify the Borrower in writing of such eventscommencement, (ii) permit Manager's attorneys but the omission to handle and control so notify the defense of such claims, at Manager's expenseBorrower will not relieve the Borrower from any liability that it may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (iiior they) shall cooperate in may elect by Written Notice delivered to the defense thereof. Owner mayindemnified party promptly after receiving the aforesaid notice of commencement, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of thereof with counsel selected by the Borrower and reasonably satisfactory to such claimsindemnified party in its sole discretion. After notice from the Borrower to such indemnified party under this Section 9.1(e), such participation expenses the Borrower shall not become part be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnified party shall settle or compromise any claim for which the indemnification claim. There shall Borrower may be no settlements, whether agreed to in court or out of court, liable hereunder without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice Written Consent of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementBorrower.

Indemnification Procedure. Upon the occurrence of an event giving rise Each party entitled to indemnification hereunder, Owner under this Article 7 (the "Indemnified Party") shall (i) give prompt notice to Manager the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of such events, (ii) permit Manager's attorneys any claim as to handle and control the defense of such claims, at Manager's expensewhich indemnity may be sought, and (iii) shall cooperate in permit the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing Indemnifying Party to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or any litigation in accordance with resulting therefrom; provided, that, counsel for the terms hereof within Indemnifying Party, who shall conduct the earlier defense of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of shall be approved by the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager Indemnified Party (whose approval shall not be entitled unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, further, that the failure of any Indemnified Party to object to give notice as provided herein shall not relieve the manner Indemnifying Party of its obligations under this Article 7. No Indemnifying Party, in which Owner defended the defense of any such claim or litigation, shall, except with the amount consent of or nature 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 settlementIndemnified Party of a release from all liability in respect to such claim or litigation.

Indemnification Procedure. Upon A Party that intends to claim indemnification under any provision of this Agreement (for purposes of this Section 7.4(b), the occurrence “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) in writing of an event giving rise any claim, action, suit, or other proceeding brought by third parties in respect of which the Indemnitee or any of its Affiliates, or their directors, officers, employees, successors or assigns intend to claim such indemnification hereunder. As between the Parties, Owner the Indemnitor shall (i) give prompt notice have the right to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense and settlement of such claimsclaim, at Manager's expenseaction, and (iii) suit, or other proceeding; provided that the Indemnitee shall cooperate in have the defense thereof. Owner may, at its own expense, right to participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense or settlement with counsel of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunderown choosing at its expense. Notwithstanding the foregoing, the indemnity agreement in this Article 7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the event Manager does consent of the Indemnitor, to the extent such consent is not assume withheld unreasonably or delayed. The failure to deliver written notice to the defense Indemnitor within a reasonable time after the commencement of any such claim or litigation in accordance with action, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the terms hereof within Indemnitee under this Article 7 but the earlier of (i) thirty (30) days following omission so to deliver written notice from Owner or (ii) to the due date for response Indemnitor shall not relieve the Indemnitor of any liability that it may have to any complaint filedIndemnitee otherwise than under this Article 7. Without limiting the foregoing, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice the Indemnitor shall keep the Indemnitee fully informed of the same to Managerprogress of any claim, on such terms as Owner may deem appropriate. In any action by Owner action, suit, or other proceeding for which the Indemnitee is seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementunder this Article 7.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 5.4 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 5.4, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 5.4, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 5.4, 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 other than under this Section 5.4.

Indemnification Procedure. Upon Any person who is claiming indemnification from Parent pursuant to the occurrence provisions of Section 8.01, or from the Reinsurance Manager pursuant to the provisions of Section 8.02 (the “Indemnified Person”) shall promptly deliver a written notification of each claim for indemnification, accompanied by a copy of all papers served, if any, and specifying in detail the nature of, basis for and estimated amount of the claim for indemnification to Parent or the Reinsurance Manager, as applicable (the “Indemnifying Party”). If an event giving rise Indemnified Person fails to indemnification hereunderpromptly notify the Indemnifying Party, Owner then the obligation to indemnify shall (i) give prompt notice be reduced by the amount of liability that is attributable to Manager or becomes definite as a result of such eventsthe delay in notification, (ii) permit Manager's attorneys if the delay in notification has resulted in a material increase in liability or actual prejudice to handle and control the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner mayany matter for which a claim of indemnification is made against it with counsel it selects, at its own expense. The Indemnifying Party in its sole discretion shall have the right to settle, participate in such defensecompromise or defend until final adjudication any dispute or alleged liability for which a claim for indemnification has been made; provided, provided however, that, if Manager has agreed in writing to assume that the defense of such claims, such participation expenses Indemnifying Party shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Ownernot, except that Manager may settle a claim without with the consent of Owner if (i) each Indemnified Person, which consent shall not be unreasonably withheld or delayed, consent to the settlement is purely monetaryentry of any judgment, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such or enter into any settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager that does not assume include the defense giving by the claimant or plaintiff to the Indemnified Person of any such claim or litigation in accordance a release from all liability with respect to the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation. Each Indemnified Person shall cooperate in providing information, after giving notice of formulating a defense or as otherwise reasonably requested by the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnifying Party.

Indemnification Procedure. Upon Each Party shall promptly notify the occurrence other Party in writing of an event giving rise any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 9. The Party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other Party (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitor’s request and at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such events, (ii) permit Manager's attorneys Action and shall employ counsel of its choice to handle and control defend the defense same, at the Indemnitor’s sole cost and expense; provided that the Indemnitor may not settle any Action against the Indemnitee unless such settlement does not contain any admission on the part of the Indemnitee and completely and forever releases the Indemnitee from all liability with respect to such Action or unless the Indemnitee gives prior written consent to such settlement (such consent not to be unreasonably withheld, conditioned or delayed). The Indemnitee’s failure to perform any obligations under this Section 9(d) shall not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claims, at Manager's expense, failure. The Indemnitee may participate in and (iii) shall cooperate in observe the defense thereof. Owner may, proceedings at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense cost and expense with counsel of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementown choosing.

Indemnification Procedure. Upon the occurrence For purposes of an event giving rise to indemnification hereunderSection 4.2 above, Owner Broncus shall (i) give prompt written notice to Manager Asthmatx of any Claims for which indemnification may be required under Section 4.2; provided, however, that failure to give such eventsnotice shall not relieve Asthmatx of its obligation to provide indemnification hereunder except, (ii) permit Manager's attorneys if and to handle the extent that such failure materially and adversely affects the ability of Asthmatx to defend the applicable Claim. Asthmatx shall be entitled to assume the defense and control of any such Claim for which it is obligated to provide indemnification hereunder at its own cost and expense; provided, however, that Broncus shall have the right to be represented by its own counsel at its own cost in connection with the defense of such claims, at Manager's expense, and (iii) Claim. Neither Asthmatx nor Broncus shall cooperate settle or dispose of any such Claim in any manner which would adversely affect the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part rights or interests of the indemnification claim. There shall be no settlements, whether agreed other party (including the obligation to in court or out of court, indemnify hereunder) without the prior written consent of Manager the other party, which shall not be unreasonably withheld or delayed. Each party shall cooperate with the other party and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, counsel in the event Manager does not assume course of the defense of any such suit, claim or litigation in accordance with the terms hereof within the earlier ***** Certain portions of (i) thirty (30) days following written notice from Owner or (ii) the due date this exhibit have been omitted and confidential treatment has been requested for response these omitted portions pursuant to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object an application for confidential treatment sent to the manner in which Owner defended Securities and Exchange Commission. demand, such claim cooperation to include without limitation using reasonable efforts to provide or the amount of or nature of any such settlementmake available documents, information and witnesses.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 7.4 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 7.4, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 7.4, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 7.4, 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 other than under this Section 7.4.

Indemnification Procedure. Upon A Party that intends to claim indemnification (the occurrence “Indemnitee”) under this Article 8 shall promptly notify the other Party (the “Indemnitor”) in writing of an event giving rise any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification hereunder(for purposes of this Section 8.3, Owner each a “Claim”), and the Indemnitor shall (i) give prompt notice to Manager have sole control of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) and/or settlement thereof; provided that the Indemnitee shall cooperate in have the defense thereof. Owner mayright to participate, at its own expense, participate with counsel of its own choosing in such defense, provided however, that, if Manager has agreed in writing to assume the defense and/or settlement of such claims, such participation expenses Claim. The indemnification obligations of the Parties under this Article 8 shall not become part apply to amounts paid in settlement of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, any Claim if such settlement is effected by an Indemnitee without the prior written consent of Manager and Ownerthe Indemnitor, except that Manager may settle which consent shall not be withheld, conditioned or delayed unreasonably. The failure to deliver written notice of a claim without Claim to the consent of Owner if (i) Indemnitor within a reasonable time after the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense commencement of any such claim or litigation in accordance with Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the terms hereof within Indemnitee under this Article 8, but the earlier of (i) thirty (30) days following omission so to deliver written notice from Owner or (ii) to the due date for response Indemnitor shall not relieve the Indemnitor of any liability to any complaint filedIndemnitee otherwise than under this Article 8. The Indemnitee under this Article 8, then Owner may defend against and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action Claims covered by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementthis indemnification.

Indemnification Procedure. Upon If a Lonza Indemnitee or Customer Indemnitee (the occurrence of an event giving rise “Indemnitee”) intends to claim indemnification hereunderunder this clause 7, Owner it shall promptly notify the other party (ithe “Indemnitor”) give prompt notice to Manager in writing of such events, (ii) permit Manager's attorneys alleged liability. The Indemnitor shall have the right to handle and control the defense defence thereof with counsel of its choice as long as such claimscounsel is reasonably acceptable to Indemnitee; provided, at Manager's expensehowever, and (iii) that any Indemnitee shall cooperate in have the defense thereof. Owner may, right to retain its own counsel at its own expense, participate for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such defenseproceeding. The Indemnitee, provided howeverits employees and agents, that, if Manager has agreed shall reasonably cooperate with the Indemnitor and its legal representatives in writing to assume the defense investigation of such claims, such participation expenses any liability covered by this clause 7. The obligations of this clause 7.6 shall not become part apply to amounts paid in settlement of the indemnification any claim. There shall be no settlements, whether agreed to in court demand, action or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim other proceeding if such settlement is effected without the consent of Owner if (i) the settlement is purely monetaryIndemnitor, (ii) Manager hereunder admits in writing its liability which consent shall not be withheld or delayed unreasonably. The failure to Owner hereunder, and (iii) concurrently with such settlement, Manager pays deliver written notice to the full amount owed thereunder. Notwithstanding Indemnitor within a reasonable time after the foregoing, in the event Manager does not assume the defense commencement of any such claim or litigation in accordance with action, if prejudicial to its ability to defend such action, shall relieve the terms hereof within the earlier Indemnitor of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object obligation to the manner in which Owner defended such Indemnitee under this clause 7. It is understood that only Lonza or Customer may claim indemnity under this clause 7 (on its own behalf or the amount on behalf of or nature of any such settlementits Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 2.6 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 2.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 2.6, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 2.6, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 2.6.

Indemnification Procedure. Upon Each Party shall promptly notify the occurrence other Party in writing of an event giving rise any action for which such Party believes it is entitled to be indemnified pursuant to Section 3.1 or Section 3.2, as the case may be. The Party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other Party (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitorʼs sole cost and expense. The Indemnitor shall promptly take control of the defense and investigation of such events, (ii) permit Manager's attorneys action and shall employ counsel of its choice to handle and control defend the defense same, at the Indemnitorʼs sole cost and expense. The Indemniteeʼs failure to perform any obligations under this Section 3.3 will not relieve the Indemnitor of its obligations under this Section 3, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such claims, at Manager's expense, failure. The Indemnitee may participate in and (iii) shall cooperate in observe the defense thereof. Owner may, proceedings at its own expensecost and expense with counsel of its own choosing. The Indemnitor shall not settle any such action, participate in such defensewithout first obtaining the Indemniteeʼs prior written consent, provided however, that, if Manager has agreed in writing to assume where the defense settlement of such claims, such participation expenses shall not become action results in any admission of guilt or liability on the part of the indemnification claim. There shall be no settlementsIndemnitee, whether agreed to in court imposes any obligation or out of courtliability on the Indemnitee, without or has a judicially binding effect on the prior written consent of Manager and Owner, except that Manager may settle a claim without Indemnitee (other than monetary liability for which the consent of Owner if (i) Indemnitee is indemnified by the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitor).

Indemnification Procedure. Upon Each Party shall promptly notify the occurrence other Party in writing of an event giving rise any Claim for which such Party believes it is entitled to be indemnified pursuant to Section 14.1 or Section 14.2. The Party seeking indemnification hereunder(the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”), Owner at the Indemnitor’s sole cost and expense. The Indemnitor shall (i) give prompt notice to Manager promptly assume control of the defense and investigation of such events, (ii) permit Manager's attorneys Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such claimsClaim, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Claim, including settling such Claim after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 14.3 will not relieve the provisions hereofIndemnitor of its obligations under this Section 14, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon If CRUCELL (the occurrence “Indemnitee”) intends to claim indemnification under this Section 8, CRUCELL shall promptly notify COMPANY (the “Indemnitor”) of an event giving rise any claim, demand, action, or other proceeding for which the Indemnitee intends to indemnification hereunder, Owner claim such indemnification. The Indemnitor shall (i) give prompt notice have the right to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expenseparticipate in, and (iii) shall cooperate in to the defense thereof. Owner mayextent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense thereof with counsel selected by the Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such claims, counsel in such participation expenses proceedings. The indemnity obligations under this Section 8 shall not become part apply to amounts paid in settlement of the indemnification any claim. There shall be no settlements, whether agreed to in court demand, action or out of court, other proceeding if such settlement is effected without the prior express written consent of Manager and Ownerthe Indemnitor, except that Manager may settle which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense reasonable time after notice of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint fileddemand, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature commencement of any such settlementaction or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 8 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 8.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Action for which such party believes it is entitled to be indemnified pursuant to Section 10.1 or Section 10.2, as the case may be. The party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other party (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of such events, (ii) permit Manager's attorneys the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In any action by Owner seeking indemnification from Manager appropriate in accordance with the provisions hereofIndemnitee’s sole discretion, Manager shall not and Indemnitee will be entitled to object receive indemnification therefore from Indemnitor. The Indemnitee’s failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this Section 10, except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 1.10 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 1.10, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided, further, 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 proceeding by reason of recognized claims for indemnity under this Section 1.10, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 1.10, 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 other than under this Section 1.10.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Claim for which such party believes it is entitled to be indemnified pursuant to Section 11. The party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other party (ithe “Indemnitor”) give prompt notice at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice/reasonably acceptable to Manager of such events, (ii) permit Manager's attorneys the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsClaim, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Claim including settling such Claim after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 11.3 will not relieve the provisions hereofIndemnitor of its obligations under this Section 11, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon Each Party shall promptly notify the occurrence other Party in writing of an event giving rise any action for which such Party believes it is entitled to be indemnified pursuant to Section 3.1 or Section 3.2, as the case may be. The Party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other Party (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly take control of the defense and investigation of such events, (ii) permit Manager's attorneys action and shall employ counsel of its choice to handle and control defend the defense same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 3.3 will not relieve the Indemnitor of its obligations under this Section 3, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such claims, at Manager's expense, failure. The Indemnitee may participate in and (iii) shall cooperate in observe the defense thereof. Owner may, proceedings at its own expensecost and expense with counsel of its own choosing. The Indemnitor shall not settle any such action, participate in such defensewithout first obtaining the Indemnitee’s prior written consent, provided however, that, if Manager has agreed in writing to assume where the defense settlement of such claims, such participation expenses shall not become action results in any admission of guilt or liability on the part of the indemnification claim. There shall be no settlementsIndemnitee, whether agreed to in court imposes any obligation or out of courtliability on the Indemnitee, without or has a judicially binding effect on the prior written consent of Manager and Owner, except that Manager may settle a claim without Indemnitee (other than monetary liability for which the consent of Owner if (i) Indemnitee is indemnified by the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitor).

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 13 of notice of the occurrence commencement of any action, the indemnified party shall, if a claim is to be made against an event giving rise indemnifying party under this Section 13, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsthat claim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such the claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by counsel to be necessary to protect the interests of such claim or party. The failure to notify an indemnifying party promptly of the amount of or nature commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 13, but the omission to notify the indemnifying party shall not relieve the party of any liability that the party may otherwise have to any indemnified party otherwise under this Section 13.

Indemnification Procedure. Upon Each Party shall promptly notify the occurrence other Party in writing of an event giving rise any claim for which such Party believes it is entitled to be indemnified under this MSA. The Party seeking indemnification hereunder(the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”), Owner at the Indemnitor’s sole cost and expense. The Indemnitor shall (i) give prompt notice to Manager promptly assume control of the defense and investigation of such events, (ii) permit Manager's attorneys claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. The Indemnitee shall make no admission of liability or quantum nor agree any settlement of disposal of any claim without the Indemnitor’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such claimsclaim, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim, including settling such claim or litigation after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 13 will not relieve the provisions hereofIndemnitor of its obligations under this Section 13, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon A Party that intends to claim indemnification under this ARTICLE 15 (the occurrence “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) in writing of an event giving rise any Claim in respect of which the Indemnitee intends to indemnification hereunderclaim such indemnification, Owner and the Indemnitor shall (i) give prompt notice to Manager have sole control of the defense or settlement of such events, (ii) permit Manager's attorneys to handle and control Claim. The Indemnitee may participate at its expense in the Indemnitor’s defense of such claims, at Manager's expense, and (iii) shall cooperate settlement negotiations for any Claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses this ARTICLE 15 shall not become part apply to amounts paid in settlement of the indemnification claim. There shall be no settlements, whether agreed any action with respect to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim Claim if such settlement is effected without the consent of Owner if (i) the settlement is purely monetaryIndemnitor, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which consent shall not be entitled unreasonably withheld, conditioned, or delayed. The failure to object deliver written notice to the manner in which Owner defended such claim or Indemnitor within a reasonable time after the amount of or nature commencement of any such settlementaction with respect to a Claim shall only relieve the Indemnitor of its indemnification obligations under this ARTICLE 15 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action with respect to a Claim covered by this indemnification.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification hereunder, Owner (the "Indemnitee") shall cooperate with the other party (ithe "Indemnitor") give prompt notice to Manager at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of such events, (ii) permit Manager's attorneys the defense and shall employ counsel of its own choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee's failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 12.3 will not relieve the provisions hereofIndemnitor of its obligations under this Section 12, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon Any Party seeking indemnification under this ARTICLE 10.0 (the occurrence “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) of an event giving rise such Claim, provided that any failure to so notify shall not affect a Party’s right to indemnification hereunderexcept to the extent that such failure materially prejudices the ability of the Indemnitor to defend against such Claim. At the Indemnitee’s option, Owner shall the Indemnitee may (i) give prompt notice retain sole control over defense and settlement of the Claim, provided that Indemnitee shall not settle such Claim without the Indemnitor’s prior consent, not to Manager of such events, be unreasonably withheld; or (ii) permit Manager's attorneys to handle and provide the Indemnitor sole control over the defense and settlement thereof, provided that Indemnitor shall not settle such Claim without the Indemnitee’s prior consent to the extent that such settlement requires any admission of such claimsliability or wrongdoing or the payment of any amount by Indemnitee. Without limiting the foregoing, with respect to Claims brought under Section 10.1 or 10.2 above and tendered to the Indemnitor pursuant to sub-section (ii) of the previous sentence: (i) at Manager's Indemnitor’s request and expense, Indemnitee shall provide full information and reasonable assistance to Indemnitor with respect to such Claims; and (iiiii) shall cooperate in the defense thereof. Owner mayIndemnitee, at its own expense, shall have the right to participate with counsel of its own choosing in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the and/or settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementClaim.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under Sections 9.1.3 and 9.1.4 hereof of notice of the occurrence commencement of an event giving rise any action for which a claim for indemnification is to indemnification hereunderbe made against the Borrower, Owner such indemnified party shall (i) give prompt notice to Manager notify the Borrower in writing of such eventscommencement, (ii) permit Manager's attorneys but the omission to handle and control so notify the defense of such claims, at Manager's expenseBorrower will not relieve the Borrower from any liability that it may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (iiior they) shall cooperate in may elect by Written Notice delivered to the defense thereof. Owner mayindemnified party promptly after receiving the aforesaid notice of commencement, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of thereof with counsel selected by the Borrower and reasonably satisfactory to such claims, such participation expenses shall not become part of the indemnification claimindemnified party in its sole discretion. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written After notice from Owner or (ii) the due date for response Borrower to any complaint filedsuch indemnified party under this Section 9.1.5, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager Borrower shall not be entitled to object to the manner in which Owner defended such claim responsible for any legal or the amount of or nature of any such settlement.other expenses

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 7.6 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 7.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 7.6, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 7.6, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 7.6.

Indemnification Procedure. Upon Each Party (“Indemnitee”) will promptly notify the occurrence other Party (“Indemnitor”) in writing of an event giving rise any claims for which ▇▇▇▇▇▇▇▇▇▇ believes it is entitled to indemnification hereunder, Owner shall (i) give prompt notice be indemnified pursuant to Manager this Section 14. The Indemnitee will cooperate with the Indemnitor at Indemnitor’s sole expense. The Indemnitor will immediately take control of the defense and settlement of such eventsclaim using counsel reasonably satisfactory to Indemnitee, (ii) permit Manager's attorneys and the Parties shall keep each other reasonably informed or all relevant developments in the matter. No settlement may be made without the Indemnitee’s consent if it would require any admission by the Indemnitee or impose on the Indemnitee any consent decree or other equitable remedy, but settlement limited to handle and control payment of monies by the defense Indemnitor shall not require the Indemnitee’s consent. Indemnitee may choose in its discretion to retain separate counsel in connection with a claim being defended by the Indemnitor, but Indemnitee will be responsible for the costs of such claims, at Manager's expense, and (iiiseparate counsel so long as Indemnitor is appropriately defending the matter with counsel reasonably satisfactory to Indemnitee. Failure of Indemnitee to perform any obligations under this Section 14(c) shall other than Indemnitee’s obligation to cooperate in reasonably with Indemnitor will not relieve the defense thereof. Owner may, at Indemnitor of its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court obligations under Section 14(a) or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementSection 14(b).

Indemnification Procedure. Upon In the occurrence event that Par intends to claim indemnification under Section 1.2(d), Par shall promptly notify Astellas in writing of an event giving rise any claim, complaint, suit, proceeding or cause of action in respect of which Par intends to claim such indemnification hereunder(for purposes of this Section 1.2(e), Owner each a “Claim”), and Astellas shall (i) give prompt notice to Manager have sole control of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) and/or settlement thereof; provided that Par shall cooperate in have the defense thereof. Owner mayright to participate, at its own expense, participate with counsel of its own choosing in such defense, provided however, that, if Manager has agreed in writing to assume the defense and/or settlement of such claims, such participation expenses Claim. The indemnification under Section 1.2(d) shall not become part apply to amounts paid with respect to settlement of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim any Claim if such settlement is effected without the consent of Owner Astellas, which consent will not be unreasonably withheld or delayed. The failure to deliver written notice to Astellas within a reasonable period of time after the commencement of any such claim, suit or proceeding, if (i) the settlement is purely monetaryprejudicial to its ability to defend such action, (ii) Manager hereunder admits in writing its shall relieve Astellas of any liability to Owner hereunderPar under Section 1.2(d), and (iii) concurrently with such settlement, Manager pays but the full amount owed thereunderomission to so deliver written notice to Astellas shall not relieve Astellas of any liability to Par under this Agreement otherwise than under Section 1.2(d). Notwithstanding Without limiting the foregoing, in Par shall keep Astellas fully informed of the event Manager does not assume the defense progress of any Claim for which it intends to claim indemnification under Section 1.2(d). Par under Section 1.2(d), and its employees, at Astellas’s request and expense, shall provide full information and reasonable assistance to Astellas and its legal representatives with respect to such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action Claims covered by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementthis indemnification.

Indemnification Procedure. Upon The Party seeking indemnification pursuant to this Section 11 (Indemnification) (the occurrence “Indemnitee”) shall: (a) promptly notify the other Party (the “Indemnitor”) in writing of an event giving rise the Claim for which indemnification is sought; (b) make all reasonable efforts to indemnification hereunderprovide Indemnitor with all information and material in Indemnitee’s possession regarding the Claim; (c) furnish to Indemnitor such assistance as Indemnitor may reasonably request in connection with the investigation, Owner shall settlement and defense of the Claim; and (d) grant Indemnitor sole control over the defense and settlement of the Claim; provided, however, that (i) give prompt notice to Manager of Indemnitee may participate in such events, (ii) permit Manager's attorneys to handle defense at its option and control the defense of such claims, at Manager's expense, and (iiiii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses Indemnitor shall not become part dispose of the indemnification claimor settle any such claim in any manner which may adversely affect Indemnitee’s rights or interests without Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or delayed. There Indemnitor shall not be no settlements, whether agreed to in court or out of court, liable hereunder for any settlement entered into without the its prior written consent of Manager and Owner, except that Manager may settle a claim without the (which consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim unreasonably withheld or the amount of or nature of any such settlementdelayed).

Indemnification Procedure. Upon In the occurrence event that an Indemnitee is seeking indemnification under this Section 12.1, it shall inform the Indemnitor in writing of an event giving rise the relevant claim as soon as reasonably practicable after it receives notice of the Claim, shall permit the Indemnitor to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle assume direction and control of the defense of such claimsthe Claim, at Manager's expenseincluding the right to select defense counsel, which counsel shall be reasonably satisfactory to the Indemnitee, and (iii) shall cooperate as reasonably requested by the Indemnitor (at the expense of the Indemnitor) in the defense thereofof the Claim. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing The failure or delay to assume so notify the defense of such claims, such participation expenses Indemnitor shall not become relieve the Indemnitor of any obligation or liability that it may have to the Indemnitee except to the extent that the Indemnitor demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. In no event may the Indemnitor compromise or settle any Claim in any manner that admits fault or wrongdoing on the part of any Indemnitee, incurs non-indemnified liability on the indemnification claim. There shall be no settlementspart of any Indemnitee, whether agreed adversely affects any of the intellectual property rights subject to in court this Agreement or out of courtotherwise adversely affects either Party’s ability to Develop or Commercialize Licensed Products hereunder, without the prior written consent of Manager and Owner, except that Manager may settle a the Indemnitee. No Indemnitee shall enter into any settlement of any claim subject to indemnification under this Section 12.1 without the prior written consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently Indemnitor with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementrespect thereto.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 9 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld or delayed; 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 proceeding by reason of recognized claims for indemnity under this Section 9, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 9, 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 9.

Indemnification Procedure. Upon The Party seeking indemnification (the occurrence “Indemnitee”) shall promptly inform the other Party (the “Indemnitor”) and reasonably cooperate with the Indemnitor in the defense of an event giving rise to indemnification hereunderthe Claim, Owner at the Indemnitor’s sole cost and expense. The Indemnitor shall (i) give prompt notice to Manager promptly assume control of the defense and investigation of such events, (ii) permit Manager's attorneys Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such claimsClaim, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Claim, including settling such Claim after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section - will not relieve the provisions hereofIndemnitor of its obligations under this Section 8, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this SECTION 7 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this SECTION 7, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this SECTION 7, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this SECTION 7, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this SECTION 7.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 8 of notice of the occurrence commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 8, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 8, but the omission so to notify the indemnifying party shall not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Section 8.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 7 of notice of the occurrence commencement of any action, the indemnified party shall, if a claim is to be made against an event giving rise indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsthat claim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such the claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided, further, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 7, then counsel for that party shall be entitled to object conduct the defense to the manner in which Owner defended such claim or extent reasonably determined by counsel to be necessary to protect the amount interests of or nature that party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 7, but the omission to notify the indemnifying party shall not relieve the party of any liability that the party may have to any indemnified party otherwise than under this Section 7.

Indemnification Procedure. Upon Each Party shall promptly notify the occurrence other Party in writing of an event giving rise any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 11. The Party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other Party (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such events, (ii) permit Manager's attorneys Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitor’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 11 will relieve the provisions hereofIndemnitor of its obligations under this Section 11, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon A Party that intends to claim indemnification under this ARTICLE 13 (the occurrence “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) in writing of an event giving rise any Claim in respect of which the Indemnitee intends to indemnification hereunderclaim such indemnification, Owner and the Indemnitor shall (i) give prompt notice to Manager have sole control of the defense or settlement of such events, (ii) permit Manager's attorneys to handle and control Claim. The Indemnitee may participate at its expense in the Indemnitor’s defense of such claims, at Manager's expense, and (iii) shall cooperate settlement negotiations for any Claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses this ARTICLE 13 shall not become part apply to amounts paid in settlement of the indemnification claim. There shall be no settlements, whether agreed any action with respect to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim Claim if such settlement is effected without the consent of Owner if (i) the settlement is purely monetaryIndemnitor, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which consent shall not be entitled unreasonably withheld, conditioned, or delayed. The failure to object deliver written notice to the manner in which Owner defended such claim or Indemnitor within a reasonable time after the amount of or nature commencement of any such settlementaction with respect to a Claim shall only relieve the Indemnitor of its indemnification obligations under this ARTICLE 13 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action with respect to a Claim covered by this indemnification.

Indemnification Procedure. Upon A party (the occurrence "Indemnitee") that intends to ------------------------- claim indemnification under this article shall promptly notify LICENSEE of an event giving rise any loss, liability, damage or expense, or any claim, demand, action or other proceeding with respect to indemnification hereunderwhich the Indemnitee intends to claim such indemnification, Owner and the Indemnitee shall (i) give prompt notice to Manager provide LICENSEE with the sole control of such events, (ii) permit Manager's attorneys to handle and control the defense or settlement of any such claimsclaim, at Managerdemand, action or other proceeding. LICENSEE's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses indemnity obligations under this article shall not become part apply to amounts paid in any settlement if effected without its consent. LICENSEE shall not settle or consent to an adverse judgment in any such claim, demand, action or other proceeding that directly affects the rights or interests of the indemnification claim. There shall be no settlements, whether agreed to in court any Indemnitee or out of courtimposes additional obligations on such Indemnitee, without the prior express written consent of Manager and Ownersuch Indemnitee, except that Manager may settle a claim without the which consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall cooperate fully with LICENSEE and its legal representatives in the manner in which Owner defended such investigation of any action, claim or the amount of or nature of any such settlementliability covered by this indemnification.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 7 of notice of the occurrence commencement of any action, the indemnified party shall, if a claim is to be made against an event giving rise indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsthat claim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such the claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 7, then counsel for that party shall be entitled to object conduct the defense to the manner in which Owner defended such claim or extent reasonably determined by counsel to be necessary to protect the amount interests of or nature that party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 7, but the omission to notify the indemnifying party shall not relieve the party of any liability that the party may have to any indemnified party otherwise than under this Section 7.

Indemnification Procedure. Upon BTCS (the occurrence “Indemnitee”) shall promptly notify the User in writing of an event giving rise any Action for which such party believes it is entitled to indemnification hereunder, Owner be indemnified pursuant to Section 12.1. The Indemnitee shall cooperate with the User (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of such events, (ii) permit Manager's attorneys the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense; provided, however, that BTCS reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its choice. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 12.2 will not relieve the provisions hereofIndemnitor of its obligations under this Section 12, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon the occurrence of an event giving If any third party shall notify any Indemnified Signatory with respect to any matter (a "Third-Party Claim") which may give rise to a claim for indemnification hereunderagainst any an Indemnifying Signatory under this Section 5, Owner then the Indemnified Signatory shall (i) give prompt notice promptly notify each Indemnifying Signatory thereof in writing. Any Indemnifying Signatory will have the right to Manager of such events, (ii) permit Manager's attorneys to handle assume and control thereafter conduct the defense of such claimsthe Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Signatory; provided, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing that the Indemnifying Signatory will not consent to assume the defense entry of such claims, such participation expenses shall not become part of any judgment or enter into any settlement with respect to the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, Third-Party Claim without the prior written consent of Manager the Indemnified Signatory (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume impose an injunction or other equitable relief upon the Indemnified Signatory. Unless and until an Indemnifying Signatory assumes the defense of any such claim or litigation the Third-Party Claim as provided in accordance with this Section above, however, the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner Indemnified Signatory may defend against such claim or litigation the Third-Party Claim in such any manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may reasonably deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with no event will the provisions hereof, Manager shall not be entitled to object Indemnified Signatory consent to the manner in which Owner defended such claim or the amount of or nature entry of any such settlementjudgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of each of the Indemnifying Parties (not to be unreasonably withheld).

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Action for which such party believes it is entitled to be indemnified pursuant to Section 9.1 or Section 9.2, as the case may be. The party seeking indemnification hereunder, Owner (the "Indemnitee") shall cooperate with the other party (ithe "Indemnitor") give prompt notice to Manager at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of such events, (ii) permit Manager's attorneys the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee's failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 9.3 will not relieve the provisions hereofIndemnitor of its obligations under this Section 9, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon A Party that intends to claim indemnification under this ARTICLE 14 (the occurrence “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) in writing of an event giving rise any Claim in respect of which the Indemnitee intends to indemnification hereunderclaim such indemnification, Owner and the Indemnitor shall (i) give prompt notice to Manager have sole control of the defense or settlement of such events, (ii) permit Manager's attorneys to handle and control Claim. The Indemnitee may participate at its expense in the Indemnitor’s defense of such claims, at Manager's expense, and (iii) shall cooperate settlement negotiations for any Claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses this ARTICLE 14 shall not become part apply to amounts paid in settlement of the indemnification claim. There shall be no settlements, whether agreed any action with respect to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim Claim if such settlement is effected without the consent of Owner if (i) the settlement is purely monetaryIndemnitor, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which consent shall not be entitled unreasonably withheld, conditioned, or delayed. The failure to object deliver written notice to the manner in which Owner defended such claim or Indemnitor within a reasonable time after the amount of or nature commencement of any such settlementaction with respect to a Claim shall only relieve the Indemnitor of its indemnification obligations under this ARTICLE 14 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action with respect to a Claim covered by this indemnification.

Indemnification Procedure. Upon To receive the occurrence of an event giving rise to foregoing indemnities, the Party seeking indemnification hereunder, Owner shall (“Indemnitee”) must: (i) give prompt provide Notice to be received by the indemnifying Party (“Indemnitor”) within ten (10) Business Days of Indemnitee’s first notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defenseClaim, provided however, thatthat any failure or delay in providing written notice shall not affect the Indemnitor’s indemnification obligations, if Manager has agreed in writing except to assume the extent the Indemnitor is prejudiced by such failure or delay; (ii) tender to Indemnitor full control and authority over the defense of the Claim; (iii) cooperate as reasonably requested by Indemnitor (at Indemnitor’s expense) in Indemnitor’s defense of the Claim; and (iv) not enter into any settlement or compromise of such claims, such participation expenses Claim defended by Indemnitor without the express written authorization of Indemnitor. Indemnitor shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court settle or out of court, compromise a Claim without the Indemnitee’s prior written consent of Manager and Owner(which consent shall not be unreasonably withheld or delayed), except that Manager may settle a claim without the consent of Owner if unless: (i) the sole relief provided in such settlement is purely monetary, or compromise constitutes monetary damages borne in full by Indemnitor; and (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, settlement or compromise does not include any finding or admission of a violation by Indemnitee of any Laws or third party’s rights; or require any changes in the event Manager does not assume the defense Indemnitor’s or Indemnitee’s business practices that would impair performance of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementeither Party’s obligations under this CMA.

Indemnification Procedure. Upon The party against whom a claim that is subject to indemnification hereunder is brought (in this context, the occurrence “Indemnified party”) agrees to promptly notify the indemnifying party (in this context, the “Other party”) in writing, of an event giving rise any claims asserted against the Indemnified party to which the Indemnified party is entitled to indemnification hereunder, Owner provided that any failure by the Indemnified party to give notice as provided herein shall (i) give prompt notice not relieve the Other party of its obligations under this Section 13. The Indemnified party shall deliver to Manager of the Other party any appropriate court document or other document relating to such events, (ii) permit Manager's attorneys to handle and claim. The Other party shall control the investigation, trial, defense and settlement of any such claimslawsuit or action and any appeal arising therefrom and shall employ or engage attorneys of its own choice, at Manager's expenseprovided, and (iii) however, that no settlement shall cooperate in include an admission of liability on the defense thereofpart of the Indemnified party without its prior written consent, which consent shall not be unreasonably withheld. Owner The Indemnified party may, at its own expensecost, participate in such defenseinvestigation, provided however, that, if Manager has agreed in writing to assume the trial and defense of such claims, such participation expenses lawsuit or action and an appeal arising therefrom. The Indemnified party shall not become part provide full reasonable cooperation to the Other party at all times during the pendency of the indemnification claim. There shall be no settlements, whether agreed to in court claim or out of courtlawsuit including, without limitation, providing the prior written consent of Manager Other party with all available information, access to personnel and Owner, except that Manager may settle a claim without documents concerning the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementclaim.

Indemnification Procedure. Upon In the occurrence case of any claim for indemnification brought under this paragraph 7, the Buyer Indemnitee or the Seller Indemnitee, (an event giving "Indemnitee") , as the case may be, shall give the Buyer or Seller (the "Indemnitor"), as the case may be, reasonably prompt notice of the Losses which give rise to indemnification hereundersuch claim; provided, Owner however, that the failure to so notify the Indemnitor shall (i) give prompt notice not affect the obligation of the Indemnitor to Manager of indemnify the Indemnitee hereunder unless the Indemnitor shall have been materially prejudiced by such events, (ii) permit Manager's attorneys failure to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereofso notify. Owner mayThe Indemnitor shall, at its own expenseoption, participate in such defense, provided however, that, if Manager has agreed in writing be entitled to assume the defense of any action, suit or proceeding ("Action") related to such claimsclaim at its sole cost and expense and with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee shall have the right to participate in such participation expenses defense at its own expense. If the Indemnitor fails to defend any Action, any defense by the Indemnitee thereof shall not become part be at the sole cost and expense of the indemnification claimIndemnitor. There The party defending an Action shall be no settlementscontrol the conduct thereof. The Parties agree to make available to each other, whether agreed their counsel and accountants, any information and documents reasonably available to in court or out of court, without the prior written consent of Manager them which relate to such Action and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereundertheir employees, and (iii) concurrently with the Parties hereto agree to render to each other such settlement, Manager pays assistance as they may reasonably require of each other in order to insure the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the proper and adequate defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementAction.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other in writing of an event giving rise any Claim for which such Party believes it is entitled to be indemnified pursuant to Section 11.1 or Section 11.2, as applicable. The Party seeking indemnification hereunder, Owner (the“Indemnitee”) shall reasonably cooperate with the other Party (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of such events, (ii) permit Manager's attorneys the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsClaim, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Claim, including settling such Claim after giving written notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee's failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 11.3 will not relieve the provisions hereofIndemnitor of its obligations under this Section 11, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon Each Party shall promptly give notice to the occurrence other Party of an event giving rise any Losses for which the first Party believes it or any of its Indemnitees are entitled to indemnification hereunder, Owner under this Section 12 or any Statement of Work. The Party seeking indemnification shall reasonably cooperate with the other Party (i"Indemnitor") give prompt notice to Manager at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate any applicable Actions with counsel reasonably acceptable to the applicable Indemnitees. The applicable Indemnitees may participate in the defense thereofAction(s) with counsel of their own choosing at their own cost and expense. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses The Indemnitor shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, settle any Action without the prior written consent of Manager and Ownerall applicable Indemnitees, except that Manager may settle a claim without which shall not be unreasonably withheld or delayed. If the consent Indemnitor fails or refuses to assume control of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any applicable Action, the applicable Indemnitees may defend the Action, including settling any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following Action after giving prior written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended Indemnitor, with counsel of their own choosing at the Indemnitor's sole cost and expense. The Indemnitees' failure to perform any of their obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent the Indemnitor can demonstrate with reasonably competent evidence that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon To receive the occurrence of an event giving rise to foregoing indemnities, the Party seeking indemnification hereunder, Owner shall (“Indemnitee”) must: (i) give prompt provide notice to Manager be received by the indemnifying Party (“Indemnitor”) within ten (10) Business Days of such events, (ii) permit Manager's attorneys to handle and control Indemnitee’s first notice of the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defenseClaim, provided however, thatthat any failure or delay in providing written notice shall not affect the Indemnitor’s indemnification obligations, if Manager has agreed in writing except to assume the extent the Indemnitor is prejudiced by such failure or delay; (ii) tender to Indemnitor full control and authority over the defense of the Claim; (iii) cooperate as reasonably requested by Indemnitor (at Indemnitor’s expense) in Indemnitor’s defense of the Claim; and (iv) not enter into any settlement or compromise of such claims, such participation expenses Claim defended by Indemnitor without the express written authorization of Indemnitor. Indemnitor shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court settle or out of court, compromise a Claim without the Indemnitee’s prior written consent of Manager and Owner(which consent shall not be unreasonably withheld or delayed), except that Manager may settle a claim without the consent of Owner if unless: (i) the sole relief provided in such settlement is purely monetary, or compromise constitutes monetary damages borne in full by Indemnitor; and (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, settlement or compromise does not include any finding or admission of a violation by Indemnitee of any Laws or third patty’s rights; or require any changes in the event Manager does not assume the defense Indemnitor’s or Indemnitee’s business practices that would impair performance of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementeither Party’s obligations under this Agreement.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Action for which such party believes it is entitled to be indemnified pursuant to Section 11.1 or Section 11.2, as the case may be. The party seeking indemnification hereunder, Owner (“Indemnitee”) shall cooperate with the other party (i“Indemnitor”) give prompt notice at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel [of its choice/reasonably acceptable to Manager of such events, (ii) permit Manager's attorneys the Indemnitee] to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 11.3 will not relieve the provisions hereofIndemnitor of its obligations under this Section 11, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon With respect to any indemnity action or Claim, the occurrence party seeking indemnification (the "Indemnitee") shall, with reasonable promptness, provide the other party (the "Indemnitor"), with copies of an event giving rise any claims or other documents received and shall otherwise make available to indemnification hereunder, Owner shall (i) give prompt notice the Indemnitor all relevant information material to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any claim against the Indemnitee or which may serve as the basis for a claim by the Indemnitee -45- pursuant to the terms hereof. The Indemnitee shall have the right to choose counsel, which counsel shall be of good professional standing with experience and expertise in the subject matter of the claim. The Indemnitor shall have the election to join in the defense of any litigation against Indemnitee in respect of such claim and the Indemnitee shall not settle or litigation in accordance with compromise any such litigated claim unless it shall first obtain the terms hereof within written consent of the earlier Indemnitor or unless suit shall have been instituted against the Indemnitee and the Indemnitor shall have failed, after the lapse of (i) thirty (30) days following a reasonable time after written notice from Owner to him of such a suit, to take action to defend the same; provided, however, that the Indemnitee's failure to give prompt notice or to provide copies of documents or to furnish relevant data shall not constitute a defense (iiin part or in whole) the due date for response to any complaint filedclaim by the Indemnitee against the Indemnitor, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object except and only to the manner extent that such failure by the Indemnitee shall result in which Owner defended such claim or a material prejudice to the amount of or nature Indemnitor. The defense of any such settlementsuit shall at all times be guided by the objective of keeping the financial exposure of all the parties to a minimum.

Indemnification Procedure. Upon The above indemnities shall be ------------------------- subject to the occurrence of an event giving rise to indemnification hereunder, Owner shall following procedures: (i) give prompt The party receiving the indemnity ("Indemnitee") will promptly notify the party with the indemnity obligation ("Indemnitor") of any third party claim, action or demand after the Indemnitee receives notice thereof; provided, however, that failure or delay to Manager provide such notification shall not reduce or otherwise affect the obligations of the Indemnitor, except to the extent that such eventsfailure or delay shall have materially prejudiced the Indemnitor's ability to defend against, settle or satisfy such claim or materially increase the cost thereof. (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner mayThe Indemnitor, at its own expense, participate in shall pay, compromise, settle or otherwise dispose of any such defenseclaim; provided, provided however, thatthat no compromise, if Manager has agreed in writing to assume the defense settlement or disposal of such claims, such participation expenses shall not become part of the indemnification claim. There claim shall be no settlements, whether agreed to in court or out of court, entered into without the prior written consent of Manager and Ownerthe Indemnitor, except that Manager may settle a claim without the which consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and shall not be unreasonably withheld. (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume Indemnitor shall have sole control over the defense and settlement of any such claim or litigation but in accordance any action defended by Indemnitor, Indemnitee shall at all times have the right to employ its own counsel; provided, however that the fees and expenses of such counsel shall be Indemnitee's own expense unless the employment of such counsel shall have been authorized by Indemnitor in connection with the terms hereof within the earlier defense of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriateclaims. In any action such event, such fees and expenses shall be borne by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitor.

Indemnification Procedure. Upon To be eligible to be so Indemnified as described in this Section 9.10, each of the occurrence Indemnitees seeking to be Indemnified shall provide Ohr (the "Indemnifying Party") with prompt notice of an event any claim (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification hereunderobligation pursuant to Section 9.10, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control as the defense of such claims, at Manager's expensecase may be, and the exclusive ability to defend such claim (iiiwith the reasonable cooperation ofIndemnitee(s)) . Each Indemnitee(s) shall cooperate in have the defense thereof. Owner mayright to retain its own counsel, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part representation of the counsel of the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnitee(s) and the Indemnifying Party. Neither the Indemnitee(s) nor the Indemnifying Party shall settle or consent to the entry of any judgment with respect to any claim for Losses for which indemnification claim. There shall be no settlements, whether agreed to in court or out of courtis sought, without the prior written consent of Manager and Ownerthe other Party (not to be unreasonably withheld or delayed); provided however, except that Manager may the Indemnifying Party shall have the right to settle a or compromise any claim for losses without the such prior written consent of Owner if (i) the settlement or compromise provides for a full and unconditional release of the Indemnitee(s) and is purely monetary, (iinot materially prejudicial to any Indemnitee's rights. The Indemnifying Party's obligation to Indemnify the Indemnitee(s) Manager hereunder admits in writing its liability pursuant to Owner hereunder, and (iii) concurrently with such settlement, Manager pays this Section 9.10 shall not apply to the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense extent of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlement.15

Indemnification Procedure. Upon To be eligible to be so Indemnified as described in this Section 9.10, each of the occurrence Indemnitees seeking to be Indemnified shall provide Ohr (the “Indemnifying Party”) with prompt notice of an event any claim (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification hereunderobligation pursuant to Section 9.10, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control as the defense of such claims, at Manager's expensecase may be, and the exclusive ability to defend such claim (iiiwith the reasonable cooperation of Indemnitee(s)). Each Indemnitee(s) shall cooperate in have the defense thereof. Owner mayright to retain its own counsel, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part representation of the counsel of the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnitee(s) and the Indemnifying Party. Neither the Indemnitee(s) nor the Indemnifying Party shall settle or consent to the entry of any judgment with respect to any claim for Losses for which indemnification claim. There shall be no settlements, whether agreed to in court or out of courtis sought, without the prior written consent of Manager and Ownerthe other Party (not to be unreasonably withheld or delayed); provided however, except that Manager may the Indemnifying Party shall have the right to settle a or compromise any claim for losses without the such prior written consent of Owner if (i) the settlement or compromise provides for a full and unconditional release of the Indemnitee(s) and is purely monetary, (iinot materially prejudicial to any Indemnitee’s rights. The Indemnifying Party’s obligation to Indemnify the lndemnitee(s) Manager hereunder admits in writing its liability pursuant to Owner hereunder, and (iii) concurrently with such settlement, Manager pays this Section 9.10 shall not apply to the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense extent of any such claim Losses (a) that arise from the gross negligence or litigation in accordance with the terms hereof within the earlier intentional misconduct of (i) thirty (30) days following written notice from Owner any Indemnitee; or (iib) that arise from the due date for response to breach by any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice Indemnitee of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementthis Agreement.

Indemnification Procedure. Upon (a) Notice of Claim. Whenever any claim (a "CLAIM") shall arise for indemnification under this Article 5, the occurrence Indemnitee shall promptly give written notice to the Indemnitor and each other party hereunder with respect to the Claim, which notice shall include the facts constituting the basis for the Claim. Notwithstanding the foregoing, the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. In the event of any Claim resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnitor shall specify, if known, the amount or an event giving rise estimate of the amount of liability arising therefrom. The Indemnitee shall not settle or compromise any claim by any third party for which it is entitled to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager the Indemnitor (which consent will not be unreasonably withheld or delayed) unless suit shall have been instituted against it and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager Indemnitor shall not be entitled to object to the manner have taken control of such suit after notification thereof as provided in which Owner defended such claim or the amount of or nature of any such settlementSection 5.3(c) hereof.

Indemnification Procedure. Upon the occurrence of A party (whether a Customer Indemnitee, or a Pluralsight Indemnitee, each an event giving rise “Indemnitee”) that believes it is entitled to indemnification hereunder, Owner shall be indemnified pursuant to this Agreement will (i) give prompt notice to Manager promptly notify the applicable Party (the “Indemnitor”) in writing of any Claims for which such eventsParty owes an indemnification obligation hereunder, and (ii) permit Manager's attorneys cooperate with the Indemnitor at the Indemnitor’s sole cost and expense. The Indemnitor will immediately take control of the defense and investigation of such Claim and will employ counsel to handle and control defend the defense same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 8.3 will not relieve the Indemnitor of its obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claims, at Manager's expense, failure. The Indemnitee may participate in and (iii) shall cooperate in observe the defense thereof. Owner may, proceedings at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense cost and expense with counsel of such claims, such participation expenses shall not become part of the indemnification claimits own choosing. There shall be In no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may event will Indemnitor settle a claim any Claim without the consent of Owner if (i) the Indemnitee, which Indemnitee will not unreasonably withhold, condition, or delay, unless such settlement is purely monetary, (ii) Manager hereunder admits in writing its includes an unconditional release of Indemnitee from all liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense contain any admission of any such claim or litigation in accordance with the terms hereof within the earlier liability on behalf of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitee.

Indemnification Procedure. Upon A party (the occurrence “Indemnitee”) intending to claim indemnification under this Agreement shall promptly notify the other party (the “Indemnitor”), in writing, of an event giving rise any action, claim or other matter in respect of which the Indemnitee or any of its directors, officers, employees or agents intend to indemnification hereunderclaim such indemnification; provided, Owner however, the failure to provide such notice within a reasonable period of time shall (i) give prompt notice not relieve the Indemnitor of any of its obligations hereunder except to Manager of the extent the Indemnitor is materially prejudiced by such events, (ii) permit Manager's attorneys failure. The Indemnitor shall be entitled to handle and control the defense of and/or settle any such claimsaction, at Manager's expenseclaim or other matter. The Indemnitee agrees to the complete control of such defense or settlement by the Indemnitor, provided, however, any settlement of such claims shall require the Indemnitee’s prior written consent unless such settlement includes a full release of the Indemnitee, in which case no consent shall be required. The Indemnitee and (iii) its directors, officers, employees and agents shall cooperate co-operate fully with the Indemnitor and its legal representatives in the investigation and defense thereofof any action, claim or other matter covered by this indemnification. Owner mayThe Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlement.

Indemnification Procedure. Upon In order to receive the occurrence benefits of the ------------------------- indemnity under Sections 16.1, or 16.2, as applicable, the INTEGRILIN PARTNERS Indemnitee or the GENENTECH Indemnitee (either, an event giving rise to indemnification hereunder, Owner shall "Indemnitee") must: (i) give prompt the indemnifying Party or Parties (the "Indemnitor") written notice of any claim or potential claim promptly after the Indemnitee receives notice thereof; provided that failure of the -------- Indemnitee to Manager of provide such eventsnotice shall not constitute a waiver of, or result in the loss of, such party's right to indemnification under this Agreement, except in the event that the Indemnitor's rights, and/or its ability to defend against or settle such claim or potential claim, are materially prejudiced by such failure to notify; (ii) permit Manager's attorneys allow the Indemnitor to handle and assume the control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claimsclaim, at Manager's expenseprovided, that: (a) the Indemnitor has confirmed its indemnification obligation to the Indemnitee under this Article 16, and (iiib) shall cooperate in no such settlement may materially adversely affect the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part rights or obligations of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, Indemnitee under this Agreement without the Indemnitee's prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and consent; and (iii) concurrently reasonably cooperate with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, Indemnitor in the event Manager does not assume the its defense of any such the claim or litigation (including, without limitation, making documents and records available for review and [*] = Certain confidential information contained in accordance this document, marked by brackets, has been omitted and filed separately with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response Securities and Exchange Commission pursuant to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice Rule 24b-2 of the same to ManagerSecurities Exchange Act of 1934, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementamended.

Indemnification Procedure. Upon (i) Any party seeking indemnification hereunder (the "Indemnitee") shall notify the party liable for such indemnification (the "Indemnitor") in writing of any event, omission or occurrence which the Indemnitee has determined has given or could give rise to Damages which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of an event Claim"). Any Notice of Claim shall be given promptly after the Indemnitee becomes aware of such event, omission or occurrence. The failure of any Indemnitee to give notice as provided in this Section 9.4 shall not relieve the Indemnitor of its obligations hereunder, except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. A Notice of Claim shall specify in reasonable detail the nature and any particulars of the event, omission or occurrence giving rise to indemnification hereunder, Owner shall (i) give prompt notice to Manager a right of such events, indemnification. (ii) permit ManagerThis indemnity is conditioned upon and subject to the Indemnitee giving its full cooperation in complying with any applicable foreign, federal, state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out the Indemnitor's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereofobligations hereunder. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There Such cooperation shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object charge to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitor.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 7 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim with counsel mutually satisfactory to the parties; provided, such participation expenses shall not become part however, that if any party reasonably determines that there may be a conflict between the position of the indemnification claim. There shall be no settlements, whether agreed to Borrower or Lender in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume conducting the defense of any such claim action, suit or litigation in accordance with the terms hereof within the earlier proceeding by reason of (i) thirty (30) days following written notice from Owner or (ii) the due date recognized claims for response to any complaint filedindemnity under this Section 7, then Owner may defend against counsel for such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager party shall not be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interests of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 7, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 7.

Indemnification Procedure. Upon The Buyer shall, at the occurrence latest after 30 business day after have learned of an event giving rise the relevant facts, provide the Sellers with notice of all third party actions, suits, proceedings, claims, demands or assessments subject to the indemnification hereunderprovisions of this Article 8 (collectively “Third Party Claims”), Owner brought at any time following the Closing Date of this Agreement, and shall (i) give prompt notice otherwise make available all relevant information material to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of any Third Party Claims. The Sellers shall have the right to elect to participate in the defence of any such claims, Third Party Claim at Manager's their sole expense, and no claim shall be settled or compromised without the consent of the Sellers unless the Sellers shall have failed, after the lapse of a reasonable time, but in no event more than 30 (iiithirty) shall cooperate days, after receiving notice of such a Third Party Claim, to participate in the defense thereofdefence of the same. Owner mayIf the Sellers wishes, it may control the defence of such litigation, at its own expense, participate insofar as such a claim relates to the liability of the Sellers. The Buyer’s failure to give notice in time or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim shall constitute a defense (in part or in whole) to any claim for indemnification for the Sellers, even if such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses failure shall not become part of result in any prejudice to the indemnification claimSellers. There Any indemnifiable claim that is not a Third Party Claim shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following asserted by written notice from Owner or (ii) the due date for response Buyer to the Sellers; any complaint filed, then Owner may defend against failure to give such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice will waive the rights of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with Buyer even if the provisions hereof, Manager shall rights of the Sellers are not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementactually prejudiced.

Indemnification Procedure. Upon If the occurrence Purchaser makes a claim, on behalf of an event itself or any Purchaser Party, for indemnification under this Article 10 (the “Indemnitee”), it shall notify the Stockholder Representative (the “Indemnitor”) of the claim in writing promptly after receiving written notice of any Proceeding against it (if by a third party) or discovering the liability, obligation or facts giving rise to indemnification hereundersuch claim for indemnification, Owner which notice shall describe the claim, the amount thereof (if known and quantifiable) and the basis thereof. With respect to any third-party claim, the Indemnitee shall be entitled to assume control of the defense of such Proceeding giving rise to an Indemnitee’s claim for indemnification; provided that: (i) give prompt notice the Indemnitor shall be entitled to Manager participate in the defense of such events, claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnitor; (ii) permit Manager's attorneys the Indemnitor shall be entitled to handle assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitor if upon petition by the Indemnitor, the appropriate court rules that the Indemnitee failed or is failing to vigorously prosecute or defend such claim; and (iii) if the Indemnitee shall control the defense of any such claimsclaim, at Manager's expense, and (iii) the Indemnitee shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without obtain the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if Indemnitor (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which shall not be entitled to object to the manner in which Owner defended such unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim or the amount of or nature of any ceasing to defend such settlementclaim.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 6 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim, such participation expenses shall not become part of jointly with any other indemnifying party similarly noticed; provided, however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 6, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 6, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 6.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 4.6 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 4.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 4.6, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 4.6, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 4.6.

Indemnification Procedure. Upon No party shall be required to indemnify any Indemnified Person with respect to any claim under Section 6.01 above unless the occurrence of an event giving rise to Indemnified Person seeking indemnification hereunder, Owner (the "Indemnitee") shall notify the other party (ithe "Indemnitor") give prompt notice to Manager of such eventsclaim, (ii) permit Manager's attorneys shall provide the Indemnitor with a copy of any relevant documents with respect to handle and control the defense of such claims, at Manager's expenseclaim, and shall otherwise make available to the Indemnitor all relevant material information with respect to such claim; provided, however, that the Indemnitee's failure to give notice or to provide copies of documents or to furnish relevant information shall not constitute a defense (iiiin whole or in part) to any claim by the Indemnitee against the Indemnitor except and only to the extent that such failure by the Indemnitee shall cooperate result in a material prejudice to the defense thereofIndemnitor. Owner mayThe Indemnitor, at its own sole cost and expense, shall have the right to defend against any claim brought by a third party, either in its own name or in the name of the Indemnitee, as may be required, and the Indemnitee, at its sole cost and expense, shall have the right to participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses . The Indemnitee shall not become part of settle or compromise any third party claim unless it shall first obtain the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager the Indemnitor (provided such consent is not unreasonably withheld or delayed) or unless suit shall have been instituted against the Indemnitee and Ownerthe Indemnitor shall have failed, except that Manager may settle after the lapse of a claim without reasonable time after written notice to it of such suit, to take action to defend the consent of Owner if (i) same or unless the settlement is purely monetary, (ii) Manager hereunder admits Indemnitor shall have failed to notify the Indemnitee in writing of its liability intention to Owner hereunder, and contest the claim within twenty (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (3020) days following written of the giving of the above notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object Indemnitee to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitor.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 7.6 of notice of the occurrence commencement any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.6, notify the indemnifying party in writing of an event giving rise the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 7.6, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party, to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under Section 7.6 but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise other than under this Section 7.6.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification hereunder, Owner (the "Indemnitee") shall cooperate with the other party (ithe "Indemnitor") give prompt notice to Manager at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of such events, (ii) permit Manager's attorneys the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee's failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 12.3 will not relieve the provisions hereofIndemnitor of its obligations under this Section 12, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 7 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 7, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 7, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Section 7.

Indemnification Procedure. Upon Each Party shall promptly notify the occurrence other Party in writing of an event giving rise any Action for which such Party believes it is entitled to be indemnified pursuant to Section 12.1 (By SDSA) or Section 12.2 (By You). The Party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other Party (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such events, (ii) permit Manager's attorneys Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 12.3 (Indemnification Procedure) will not relieve the provisions hereofIndemnitor of its obligations under Section 12 (Indemnification), Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon A person that intends to claim indemnification under Section 9.1 or 9.2 of this Agreement (the occurrence of an event giving rise to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii“Indemnitee”) shall cooperate promptly notify the party from whom it seeks indemnification (the “Indemnitor”) in writing of any claim, lawsuit, or other action in respect of which the defense thereofIndemnitee intends to claim such indemnification. Owner mayThe Indemnitee shall permit the Indemnitor, at its own expensediscretion, participate in to settle any such defenseclaim, provided lawsuit or other action and agrees to the complete control of such defense or settlement by the Indemnitor; provided, however, thatthat such settlement does not adversely affect the Indemnitee’s rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights. No such claim, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There lawsuit or other action shall be no settlements, whether agreed to in court or out of court, settled without the prior written consent of Manager and Ownerthe Indemnitor, except that Manager may settle a claim without the which consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereundershall not be unreasonably withheld, and (iii) concurrently the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee shall cooperate fully with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, Indemnitor and its legal representatives in the event Manager does not assume the investigation and defense of any such claim claim, lawsuit or litigation in accordance with other action covered by this indemnification. The Indemnitee shall have the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, includingright, but not limited tothe obligation, settling such claim or litigation, after giving notice to be represented by counsel of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementits own selection and expense.

Indemnification Procedure. Upon Any indemnification claims hereunder respect of a party or its affiliated persons or entities shall be asserted by Ordering Activity (“Indemnitee”) in accordance with this Section 8.c. Indemnitee shall provide 3DR(“Indemnitor”) with prompt written notice of the occurrence of an event Third Party claim giving rise to such indemnification hereunderclaim and forward all related documents to Indemnitor. No failure to so notify Indemnitor shall relieve Indemnitor of its obligations hereunder except to the extent that Indemnitor can demonstrate damages or prejudice attributable to such failure. If Indemnitor acknowledges its indemnification obligation in writing, Owner then Indemnitor shall defend the case at its own expense; provided, however, that Indemnitee reserves the right to be represented by counsel at its own expense at any proceeding or settlement discussions related thereto. Indemnitor may settle any claim subject to its indemnification obligations hereunder without Indemnitee’s written consent only if such settlement (i) give prompt notice to Manager includes a release of such events, all covered claims pending against Indemnitee or its applicable affiliated person or entity; (ii) permit Manager's attorneys to handle and control the defense contains no admission of such claims, at Manager's expense, liability or wrongdoing by Indemnitee or its applicable affiliated person or entity; and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of impose any such claim obligations upon Indemnitee or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner its applicable affiliated person or (ii) the due date for response entity other than an obligation to stop using any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementinfringing items.

Indemnification Procedure. Upon A Party that intends to claim indemnification under this Article 12 (the occurrence “Indemnitee”) will promptly notify the indemnifying party (the “Indemnitor”) in writing of an event giving rise any Third Party claim, suit or proceeding included within the indemnification described in this Article 12(each a “Claim”) with respect to indemnification hereunderwhich the Indemnitee intends to claim such indemnification, Owner shall (i) give prompt and the Indemnitor will have sole control of the defense and settlement of such Claim. The failure to deliver written notice to Manager the Indemnitor within a reasonable period of time after the commencement of a Claim shall relieve such Indemnitor of any liability to the Indemnitee under this Article 12 solely to the extent such failure is prejudicial to the Indemnitor’s ability to defend such Claim. The Indemnitor will not enter into any settlement of such eventsClaim that admits fault, (ii) permit Manager's attorneys wrongdoing or damages without the Indemnitee’s prior written consent, which consent will not to handle and control be unreasonably withheld or delayed. The Indemnitee will have the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner mayright to participate, at its own expense, participate with counsel of its own choosing in such defense, provided however, that, if Manager has agreed in writing to assume the defense or settlement of such claims, Claim. The indemnification under this Article 12will not apply to amounts paid in settlement of any Claim if such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, settlement is effected without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunderIndemnitor. The Indemnitee under this Article 12, and (iii) concurrently with such settlementits employees, Manager pays at the Indemnitor’s request and expense, will provide full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object information and reasonable assistance to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitor and its legal representatives with respect to Claims.

Indemnification Procedure. Upon Except as set forth to the occurrence of an event giving rise contrary in Section 40.4 and 40.5, any right to indemnification hereunder, Owner shall is conditioned on: (i1) give prompt notice Notice of the claim after the party to Manager be indemnified becomes aware of such events, the claim (ii) permit Manager's attorneys to handle and control in a time frame that does not prejudice the defense of such claimsthe claim); (2) reasonable information and assistance by the indemnified party as required to settle, defend, or bring a counter suit in conjunction with any claim, but at Manager's expense, the expense of the indemnified party; and (iii3) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defenseindemnifying party retaining sole authority to defend or settle the claim, provided howeverthat the indemnified party's cooperation is without waiver of that party's (including the Corporations') attorney-client, thatwork product, if Manager has agreed in writing or other legal privilege. The indemnifying party shall provide the indemnified party with periodic updates as to assume the defense status of any claim, provided that any such claims, such participation expenses updates shall be Confidential Information under this Agreement and that the indemnifiying party shall not become part be obligated to privide any information in any fashion that could violate, destroy or threaten the subsequent assertion of any privilege otherwise available to the indemnification claim. There shall be no settlements, whether agreed to indemnifying party or any third party in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently connection with such settlement, Manager pays the full amount owed thereunderclaim. Notwithstanding the foregoing, in the event Manager does not assume the defense failure of an indemnified party to undertake any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager foregoing actions shall not be entitled to object relieve the indemnifying party of its indemnity obligation except to the manner in which Owner defended extent that the indemnifying party's ability to fulfill such claim or the amount obligation has been materially prejudiced thereby. The provisions of or nature of any such settlement.this Section 42 shall apply to both Claims arising under Section 40 as well as claims arising under Section 41. Section 43. ***** *

Indemnification Procedure. Upon (a) Any party seeking indemnification hereunder (the "Indemnitee") shall notify the party liable for such indemnification (the "Indemnitor") in writing of any event, omission or occurrence which the Indemnitee has determined has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of an event Claim"). Any Notice of Claim shall be given promptly after the Indemnitee becomes aware of such event, omission or occurrence. Except with respect to claims governed by the limitations contained in Section 6.03, the failure of any Indemnitee to give notice as provided in this Section 6.04 shall not relieve the Indemnitor of its obligations hereunder, except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. A Notice of Claim shall specify in reasonable detail the nature and any particulars of the event, omission or occurrence giving rise to indemnification a right of indemnification. (b) This indemnity is conditioned upon and subject to Indemnitee giving its full cooperation in complying with any applicable foreign, federal, state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out Indemnitor's obligations hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There Such cooperation shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object charge to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitor.

Indemnification Procedure. Upon Where an Indemnitee seeks indemnification pursuant to Section 13.3 (Indemnification), the occurrence of an event giving rise to indemnification hereunder, Owner Indemnitee shall (i) give provide prompt written notice to Manager the Indemnifying Party of the assertion or commencement of any such Claim; provided, however, that failure by an Indemnitee to give notice of a Claim as provided in this Section 13.4 (Indemnification Procedure) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement, except and only to the extent that such Indemnifying Party is materially prejudiced as a result of such events, (ii) permit Manager's attorneys failure to handle and control give notice. The Indemnifying Party shall have the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing right to assume the defense defence of any such claim and shall not be liable for settlement of any claim effected without its written consent. The Indemnitee shall provide all assistance and information reasonably required by the Indemnifying Party, at such Indemnifying Party’s sole expense. The Indemnitee shall: 13.4.1 not agree to any settlement of such claimsClaim, make any admission of liability, conclude any agreement in relation to such participation expenses shall not become part of the indemnification claim. There shall be no settlementsliability or make any compromise with any person, whether agreed body or authority in relation to in court or out of court, such liability without the prior written consent of Manager and Owner, except that Manager may settle the Indemnifying Party; and 13.4.2 have the right to participate in (but not control) the defence of a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits and to retain its own counsel in writing its liability to Owner hereunder, and (iii) concurrently connection with such settlement, Manager pays the full amount owed thereunderclaim at its own expense. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner Each Indemnitee will take and will procure that its Affiliates and its and their Sublicensees or (iisub)licensees take all such reasonable steps and actions as are necessary or as the Indemnifying Party may reasonably require in order to mitigate any Claims (or potential losses or damages) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementunder Section 13.3 (Indemnification).

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 12 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 12, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld or delayed; 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 proceeding by reason of recognized claims for indemnity under this Section 12, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 12, 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 12.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Action for which such party believes it is entitled to be indemnified pursuant to Section 14.1 or Section 14.2, as the case may be. The party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other party (ithe “Indemnitor”) give prompt notice to Manager at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such events, (ii) permit Manager's attorneys Action and shall employ counsel to handle and control defend the defense same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 14.3 will not relieve the Indemnitor of its obligations under this Section 13 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claims, at Manager's expense, failure. The Indemnitee may participate in and (iii) shall cooperate in observe the defense thereof. Owner may, proceedings at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense cost and expense with counsel of such claims, such participation expenses its own choosing. Customer shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim enter into any settlement without the consent of Owner if Provider unless such settlement specifically and unconditionally releases Provider of all liability. THIS SECTION 13 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (iINCLUDING THE SERVICES AND PROVIDER MATERIALS) the settlement is purely monetaryINFRINGES, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementMISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

Indemnification Procedure. Upon (a) Notice of Claim. Whenever any good faith claim for a Loss is asserted (a "CLAIM") for indemnification under this Article 7, the occurrence Indemnitee shall promptly give written notice to the Indemnitor and each other party hereunder with respect to the Claim, which notice shall include reliable information of the facts constituting the basis for the Claim, including but not limited to, if feasible, a good faith estimate of the amount of said Claim. Notwithstanding the foregoing, the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. In the event of any Claim resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnitor shall specify, if known, the amount or an event giving rise estimate of the amount of liability arising therefrom. The Indemnitee shall not settle or compromise any claim by any third party for which it is entitled to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager the Indemnitor (which consent will not be unreasonably withheld, conditioned or delayed) unless suit shall have been instituted against it and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager Indemnitor shall not be entitled to object to the manner have taken control of such suit after notification thereof as provided in which Owner defended such claim or the amount of or nature of any such settlementSection 7.2(c) hereof.

Indemnification Procedure. Upon A Party (the occurrence “Indemnitee”) that intends to claim indemnification under this Section 8 will promptly notify the other Party (the “Indemnitor”) in writing of an event giving rise any claim, action or proceeding in respect of which the Indemnitee intends to claim such indemnification hereunder(each a “Claim”), Owner shall (i) give prompt notice and the Indemnitor will have the right to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense and/or settlement of such claimsClaim, at Manager's expense, and (iii) shall cooperate in provided that the defense thereof. Owner mayIndemnitee will have the right to participate, at its own expense, participate with counsel of its own choosing in such defense, provided however, that, if Manager has agreed in writing to assume the defense and/or settlement of such claims, such participation expenses shall not become part of the indemnification claimClaim. There shall be no settlements, whether agreed to in court or out of courtThe Indemnitor will not, without the prior written consent of Manager and Ownerthe Indemnitee, except enter into any settlement or agree to any disposition of the applicable Claim that Manager may settle imposes any conditions or obligations on the Indemnitee. The failure to deliver written notice to the Indemnitor within a claim without reasonable period of time after the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense commencement of any such claim or litigation in accordance with the terms hereof within the earlier Claim will not relieve such Indemnitor of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object liability to the manner in which Owner defended Indemnitee under this Section 8 except to the extent such failure is prejudicial to the Indemnitor’s ability to defend such Claim. The Indemnitee and its Representatives, at the Indemnitor’s request and expense, will provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to the applicable Claim subject to indemnification. It is understood that only a Party may claim indemnification under this Section 8 (on its own behalf or the amount on behalf of its Affiliates or nature of any their respective Representatives), and such settlementParty’s Affiliates and their respective Representatives may not directly claim indemnification hereunder.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 13 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 13, notify the indemnifying party in writing of the commencement thereof and genially summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit, or proceeding (such conflict being related to claims for indemnity under this Section 13), then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 13, but 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 other than under this Section 13.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Claim for which such party believes it is entitled to be indemnified pursuant to Section 9.1 or Section 9.2, as the case may be. The party seeking indemnification hereunder(the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Claim and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, Owner shall at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor may settle a Claim so long as any settlement (i) give prompt notice does not, without Indemnitee’s prior written approval, (x) involve the admission of any wrongdoing by any Indemnitee, (y) restrict any Indemnitee’s future actions, or (z) require any Indemnitee to Manager take any action, including the payment of such eventsmoney, and (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part includes a full release of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlement.Indemnitees

Indemnification Procedure. Upon The above indemnities shall be subject to ------------------------- the occurrence following procedures: (a) The party receiving the indemnity ("Indemnitee") will promptly notify the party with the indemnity obligation ("Indemnitor") of an event giving rise any third party claim, action or demand after the Indemnitee receives notice thereof; provided, however, that failure or delay to indemnification hereunderprovide such notification shall not reduce or otherwise affect the obligations of the Indemnitor, Owner except to the extent that such failure or delay shall have materially prejudiced the Indemnitor's ability to defend against, settle or satisfy such claim or materially increase the cost thereof. (ib) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner mayThe Indemnitor, at its own expense, participate in shall pay, compromise, settle or otherwise dispose of any such defenseclaim; provided, provided however, thatthat no compromise, if Manager has agreed in writing to assume the defense settlement or disposal of such claims, such participation expenses shall not become part of the indemnification claim. There claim shall be no settlements, whether agreed to in court or out of court, entered into without the prior written consent of Manager and Ownerthe Indemnitor, except that Manager may settle a claim without the which consent of Owner if shall not be unreasonably withheld. (ic) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume Indemnitor shall have sole control over the defense and settlement of any such claim or litigation but in accordance any action defended by Indemnitor, Indemnitee shall at all times have the right to employ its own counsel; provided, however that the fees and expenses of such counsel shall be Indemnitee's own expense unless the employment of such counsel shall have been authorized by Indemnitor in connection with the terms hereof within the earlier defense of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriateclaims. In any action such event, such fees and expenses shall be borne by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementIndemnitor.

Indemnification Procedure. Upon the occurrence of an event giving rise A Party entitled to indemnification hereunder, Owner pursuant to this Section (the “Indemnitee”) shall promptly notify the other Party from whom indemnity is sought (ithe “Indemnitor”) give prompt notice to Manager in writing of any Claims covered by this indemnity. Promptly after receipt of such eventsnotice, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) Indemnitor shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claimsClaim with counsel reasonably satisfactory to the Indemnitee. If the Indemnitor fails, within a reasonable time after receipt of such participation expenses shall not become part notice, to assume the defense with counsel reasonably satisfactory to the Indemnitee or, if in the reasonable judgment of the indemnification claim. There Indemnitee, a direct or indirect conflict of interest exists between the Parties with respect to the Claim, the Indemnitee shall be no settlementshave the right to undertake the defense, whether agreed to in court or out compromise and settlement of court, without such Claim for the prior written consent account and at the expense of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunderIndemnitor. Notwithstanding the foregoing, if the Indemnitee in its sole judgment so elects, the event Manager does not assume Indemnitee may also participate in the defense of such action by employing counsel at its expense, without waiving the Indemnitor’s obligation to indemnify and defend. The Indemnitor shall not compromise any such claim Claim or litigation in accordance with consent to the terms hereof within the earlier entry of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice judgment without an unconditional release of all liability of the same Indemnitee to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim each claimant or the amount of or nature of any such settlementplaintiff.

Indemnification Procedure. Upon In the occurrence event that Par intends to claim indemnification under this Article 9, Par shall promptly notify Optimer in writing of an event giving rise any claim, complaint, suit, proceeding or cause of action in respect of which Par intends to claim such indemnification hereunder(for purposes of this Article 8, Owner each a "Claim"), and Optimer shall (i) give prompt notice to Manager have sole control of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) and/or settlement thereof; provided that Par shall cooperate in have the defense thereof. Owner mayright to participate, at its own expense, participate with counsel of its own choosing in such defense, provided however, that, if Manager has agreed in writing to assume the defense and/or settlement of such claims, such participation expenses Claim. The indemnification under this Article 9 shall not become part apply to amounts paid with respect to settlement of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim any Claim if such settlement is effected without the consent of Owner Optimer, which consent will not be unreasonably withheld or delayed. The failure to deliver written notice to Optimer within a reasonable period of time after the commencement of any such claim, suit or proceeding, if (i) the settlement is purely monetaryprejudicial to its ability to defend such action, (ii) Manager hereunder admits in writing its shall relieve Optimer of any liability to Owner hereunderPar under this Article 9, and (iii) concurrently with such settlement, Manager pays but the full amount owed thereunderomission to so deliver written notice to Optimer shall not relieve Optimer of any liability to Par otherwise than under this Article 9. Notwithstanding Without limiting the foregoing, in Par shall keep Optimer fully informed of the event Manager does not assume the defense progress of any Claim for which it intends to claim indemnification under this Article 9. Par under this Article 9, and its employees, at Optimer's request and expense, shall provide full information and reasonable assistance to Optimer and its legal representatives with respect to such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action Claims covered by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementthis indemnification.

Indemnification Procedure. Upon (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 occurrence party or parties entitled to indemnification hereunder (the "Indemnified Party") shall give written notice to the party or parties subject to indemnification obligations therefor (the "Indemnifying Party") of an event such Indemnification Claim (a "Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims then known; provided, however, that the failure to timely give a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party 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 as a result of such Indemnification Claim and a brief description of facts giving rise to indemnification hereunder, Owner shall such Indemnification Claim (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense including copies of any such claim summons, complaint or litigation in accordance with other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementsame).

Indemnification Procedure. Upon The Party seeking indemnification, as the occurrence indemnitee, shall provide the other Party, as the indemnitor, prompt written notice of an event giving rise any Claim for which indemnity is sought.; provided, however, that any failure by the indemnitee to provide such notice shall not affect the indemnitor’s indemnification hereunder, Owner shall (i) give prompt notice obligations except to Manager the extent that the indemnitor’s rights or remedies with respect to a Claim or Damages in connection therewith are materially prejudiced as a result of such eventsfailure. If the indemnitor is notified in writing by the indemnitee of such a Claim, (ii) permit Manager's attorneys to handle the indemnitor shall promptly hire counsel, and will have sole control of the defense and all negotiations for the compromise or settlement of such claims, at Manager's expensea Claim, and (iii) shall cooperate pay any Damages in respect of such Claim and reimburse the indemnitee for its reasonable expenses incurred in cooperation with and providing assistance to the indemnitor; provided, however, that the indemnitor may not settle any such Claim without the indemnitee’s consent if the proposed settlement would be in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing indemnitee’s name or impose pecuniary or other liability or an admission of fault or guilt on the indemnitee or would require the indemnitee to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense bound by an injunction of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response kind. Consent to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager settlement shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementunreasonably withheld.

Indemnification Procedure. Upon Promptly after receipt by an indemnified party under this Section 11 of notice of the occurrence commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an event giving rise indemnifying party under this Section 11, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing and to assume the defense of such claimsclaim; provided, such participation expenses shall not become part of however, that the indemnification claim. There indemnifying party shall be no settlements, whether agreed entitled to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume select counsel for the defense of any such claim or litigation in accordance with the terms hereof within the earlier approval of (i) thirty (30) days following written notice from Owner or (ii) the due date for response any parties entitled to any complaint filedindemnification, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 11, then counsel for such party shall be entitled to object conduct the defense to the manner in which Owner defended extent reasonably determined by such claim or counsel to be necessary to protect the amount interest of or nature such party. The failure to notify an indemnifying party promptly of the commencement of any such settlementaction, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 11, 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 11.

Indemnification Procedure. Upon An Indemnified Party shall give prompt written notice to Seller of the occurrence assertion of an event giving rise any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder, although the failure to give such notice shall not affect the Indemnified Party's right to indemnification hereunderhereunder unless such failure shall materially prejudice Seller’s ability to defend such claim. Seller shall have the right to assume the defense, Owner shall (i) give prompt notice in consultation and cooperation with the Indemnified Party, in good faith to Manager the extent appropriate under the circumstances, of any such events, (ii) permit Manager's attorneys to handle and control the defense of such claims, at Manager's expense, and (iii) shall cooperate in the defense thereof. Owner may, action or proceeding at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing . If Seller shall elect not to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim action or litigation in accordance with proceeding, or fail to make such an election within 20 days after it receives notice pursuant to the terms hereof within first sentence of this Section 13(b), the earlier Indemnified Party may assume such defense at the expense of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner Seller who DB1/63152084.9 nonetheless may defend against such claim or litigation also participate in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriatedefense at its own expense. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager Seller shall not be entitled to object liable under Section 13(a) for any settlement effected without its written consent, which consent will not unreasonably be withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder. Notwithstanding anything contained herein to the manner in contrary, Seller shall be required to indemnify, defend and hold harmless or reimburse an Indemnified Party under this Section 13 only with respect to those claims as to which Owner defended such claim or the amount of or nature of any such settlementIndemnified Party has given written notice prior to October 31, 2009.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification hereunder, Owner (the "Indemnitee") shall cooperate with the other party (ithe "Indemnitor") give prompt notice to Manager at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of such events, (ii) permit Manager's attorneys the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such claimsAction, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee's failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 12.3 will not relieve the provisions hereofIndemnitor of its obligations under this Section 12, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon A Party that intends to claim a right of indemnification hereunder (“Indemnitee”) shall promptly notify the occurrence indemnifying Party (“Indemnitor”) in writing of an event giving rise any third party claim, suit, or proceeding included within the indemnification described in this Article 10 (each a “Claim”) with respect to indemnification hereunderwhich the Indemnitee intends to claim such indemnification, Owner and the Indemnitor shall (i) give prompt notice to Manager have sole control of such events, (ii) permit Manager's attorneys to handle and control the defense and settlement of such claims, the Claim. The Indemnitee shall have the right to participate at Manager's expense, its own expense and (iii) shall cooperate with counsel of its own choosing in the defense thereofor settlement of the Claim. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses The indemnification obligations under this Article 10 shall not become part apply to amounts paid in settlement of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim any Claim if such settlement is effected without the consent of Owner if (i) the settlement is purely monetaryIndemnitor. The Indemnitee and its employees, (ii) Manager hereunder admits in writing at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its liability legal representatives with respect to Owner hereunder, and (iii) concurrently with such settlement, Manager pays Claims. [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the full amount owed thereunderinformation subject to the confidentiality request. Notwithstanding the foregoing, in the event Manager does not assume the defense Omissions are designated as [***]. A complete version of any such claim or litigation in accordance this exhibit has been filed separately with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be entitled to object to the manner in which Owner defended such claim or the amount of or nature of any such settlementSecurities and Exchange Commission.

Indemnification Procedure. Upon Each party shall promptly notify the occurrence other party in writing of an event giving rise any Claim for which such party believes it is entitled to be indemnified pursuant to Section 11. The party seeking indemnification hereunder, Owner (the “Indemnitee”) shall cooperate with the other party (ithe “Indemnitor”) give prompt notice at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice/reasonably acceptable to Manager of such events, (ii) permit Manager's attorneys the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claimsClaim, at Manager's expensethe Indemnitee shall have the right, and (iii) shall cooperate in the defense thereof. Owner maybut no obligation, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses shall not become part of the indemnification claim. There shall be no settlements, whether agreed to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the settlement is purely monetary, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation Claim including settling such Claim after giving notice to the Indemnitor, in each case in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, and on such terms as Owner the Indemnitee may deem appropriate. In The Indemnitee’s failure to perform any action by Owner seeking indemnification from Manager in accordance with obligations under this Section 11.4 will not relieve the provisions hereofIndemnitor of its obligations under Section 11, Manager shall not be entitled to object except to the manner in which Owner defended extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such claim or the amount of or nature of any such settlementfailure.

Indemnification Procedure. Upon A Party that intends to claim indemnification under this Article 12 (the occurrence “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) in writing of an event giving rise any Claim in respect of which the Indemnitee intends to indemnification hereunderclaim such indemnification, Owner and the Indemnitor shall (i) give prompt notice to Manager have sole control of the defense or settlement of such events, (ii) permit Manager's attorneys to handle and control Claim. The Indemnitee may participate at its expense in the Indemnitor’s defense of such claims, at Manager's expense, and (iii) shall cooperate settlement negotiations for any Claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in the defense thereof. Owner may, at its own expense, participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense of such claims, such participation expenses this Article 12 shall not become part apply to amounts paid in settlement of the indemnification claim. There shall be no settlements, whether agreed any action with respect to in court or out of court, without the prior written consent of Manager and Owner, except that Manager may settle a claim Claim if such settlement is effected without the consent of Owner if (i) the settlement is purely monetaryIndemnitor, (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager which consent shall not be entitled unreasonably withheld or delayed. The failure to object deliver written notice to the manner in which Owner defended such claim or Indemnitor within a reasonable time after the amount of or nature commencement of any such settlementaction with respect to a Claim shall only relieve the Indemnitor of its indemnification obligations under this Article 12 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action with respect to a Claim covered by this indemnification.