Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. The Party seeking indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The Party seeking (a) In the event that any Legal Proceeding is instituted or asserted during the Survival Period by a third party in respect of which indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnitybe sought under this Article XI, the Indemnified Party shall permit promptly cause written notice (the Indemnifying Party“Third Party Notice”) of the assertion of such Legal Proceeding to be forwarded to Emergent. Emergent shall have the right, at its sole option and expense, by providing written notice pursuant to assume the complete defense of such Claim, provided that this Article XI to (i) the Indemnified Party will have the right to participate in take control of the defense and investigation of any such Claim at its own cost and expenseLegal Proceeding, (ii) employ and engage attorneys of its own choice (subject to the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed) to handle and defend the same, at Emergent’s sole cost, risk and expense and (iii) compromise or settle such Legal Proceeding, which compromise or settlement shall be made only with the Indemnifying prior written consent of the Indemnified Party; provided, that such consent shall not be required if such settlement (x) includes an unconditional release of the Indemnified Party, (y) otherwise provides solely for payment of monetary damages for which Emergent shall be responsible and no other form of relief or penalty, (y) shall not increase the Tax liability of the Indemnified Party will for any Taxable year or other Taxable period and (z) does not agree to any settlement that would admit involve the admission of liability or wrongdoing on the part of the Indemnified Party. The Indemnified Party or involve relief other than payment shall, at Emergent’s expense, cooperate in all reasonable respects with Emergent and its attorneys in the investigation, trial and defense of moneysuch Legal Proceeding and any appeal arising therefrom, without the approval of and the Indemnified PartyParty may, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will notcost, monitor and further participate in the investigation, trial and defense of such Legal Proceeding and any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereofappeal arising therefrom. After notice to the Indemnified Party of the Indemnifying PartyNotwithstanding Emergent’s election to assume the defense of such ClaimLegal Proceeding, the Indemnifying Party shall be liable to the Indemnified Party shall have, upon giving prior written notice to Emergent, the right to employ one separate counsel and to participate in the defense of such Legal Proceeding, and Emergent shall bear the reasonable fees, costs and expenses of such separate counsel for the Indemnified Party if, but only if, the Indemnified Party shall have reasonably concluded in good faith that (x) an actual or potential conflict of interest (including one or more legal defenses or counterclaims available to it or to other Indemnified Parties that are different from or additional to those available to Emergent) makes it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with the advice of counsel) for the same counsel to represent both the Indemnified Party and Emergent or (y) the claim seeks nonmonetary relief which, if granted, could materially and adversely affect the Indemnified Party or its Affiliates. If Emergent elects not to defend against such legal Legal Proceeding, does not, within fifteen (15) days after receipt of the Third Party Notice (or other expenses subsequently incurred such earlier date, if the failure to assume the defense by such earlier date would materially impair the ability of the indemnified party to defend such Legal Proceeding), acknowledge in writing its intent to assume the defense of such Legal Proceeding pursuant to this Section 11.4(a), contests its obligation to indemnify the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As such Legal Proceeding, or fails to those Claims defend against such Legal Proceeding with respect to which the Indemnifying Party does not elect to assume control of the defensereasonable diligence, the Indemnified Party will afford may defend against such Legal Proceeding, in which cases the Indemnifying Party an opportunity costs of defending such Legal Proceeding shall constitute indemnifiable Losses under this Article XI, and Emergent shall have the right to participate in such defense therein at its own cost. If the Indemnifying Party’s own cost and expenseIndemnified Party defends any Legal Proceeding, and will not settle or otherwise dispose of any then it shall keep Emergent regularly apprised of the same status of the Legal Proceeding and Emergent shall reimburse the Indemnified Party for the reasonable expenses of counsel engaged by the Indemnified Party to defend such Legal Proceeding upon submission of periodic bills unless (A) Emergent is asserting in good faith a bona fide contest to its obligation to indemnify the Indemnified Party and (B) Emergent deposits in escrow in a manner and with and an escrow agent reasonably satisfactory to such Indemnified Party all amounts that would have been payable to such Indemnified Party under this sentence in the absence of such a contest as and when such amounts would have been payable. In no event shall the Indemnified Party be entitled to compromise or settle any Legal Proceeding without the prior written consent of the Indemnifying PartyEmergent, such consent not to be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. The Party seeking indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”1) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after If a Claim is made for which commenced against an Indemnified Party, prompt notice thereof shall be given by the Indemnified Party seeks indemnityto the Indemnifying Party. The failure to deliver such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article except to the extent that the Indemnifying Party is prejudiced by such failure. At the Indemnifying Party’s cost and expense: (a) the Indemnifying Party shall take control of the defense of such Claim and shall engage attorneys reasonably acceptable to the Indemnified Party to defend such Claim; and (b) the Indemnified Party shall permit cooperate with the Indemnifying Party, at Party (and its option and expense, to assume attorneys) in the complete defense of such Claim, provided that (i) the . The Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, participate (iithrough its attorneys or otherwise) in such defense. No settlement of a Claim by the Indemnifying Party will conduct that involves a remedy other than the payment of money by the Indemnifying Party that is subject to a nondisclosure agreement shall be entered into without the Indemnified Party’s consent, provided that Voya may disclose such settlements to Governmental Authorities. If the Indemnifying Party does not assume control over the defense of any such a Claim with due regard for the business interests and potential related liabilities of the Indemnified Partyas provided in this Section, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of moneymay defend the Claim in such manner as it may deem appropriate, without at the approval of the Indemnified Party, not to be unreasonably withheld; reasonable cost and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party expense of the Indemnifying Party’s election to assume . Notwithstanding the defense of such Claimforegoing, the Indemnifying Party shall not be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect entitled to assume control of the defensedefense of any Claim that could impose criminal liability on the Indemnified Party, and, unless otherwise agreed by the Parties, the Indemnified Party will afford shall have the Indemnifying Party an opportunity right (but not the obligation) to participate in defend such defense Claim, at the Indemnifying Party’s own reasonable cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this paragraph, the party seeking indemnification (individually, the “Indemnified Party”), shall ) will promptly notify cause notice thereof to be delivered to the other Party party from whom indemnification is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonably withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The Indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party claim or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Partylitigation, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, without the giving by the claimant or plaintiff to written consent of the Indemnified Party (which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of a release from any judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all liability pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense as required in respect thereof. After notice to this Section, then the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in may conduct such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying PartyParty and the approval of the Indemnifying Party will not be required for any settlement or consent or entry of judgment.

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this paragraph, the party seeking indemnification (individually, the “Indemnified Party”), shall ) will promptly notify cause notice thereof to be delivered to the other Party party from whom is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonable withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party claim or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Partylitigation, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, without the giving by the claimant or plaintiff to written consent of the Indemnified Party (which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of a release from any judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonable withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all liability pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense as required in respect thereof. After notice to this Section, then the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in may conduct such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying PartyParty and the approval of the Indemnifying Party will not be required for any settlement or consent or entry of judgment.

Indemnification Procedures. The Party seeking indemnification claiming indemnity under this Article 15 (individually, the “Indemnified Party”), ) shall promptly notify give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) in writing promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim. Such ”), and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such claim and disposition of any such Claim for indemnity shall indicate unless the nature Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 15, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party and (iii) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the basis thereforconsent of the Indemnified Party if such settlement involves anything other than the payment of money by the Indemnifying Party. Promptly after a Claim is made The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which the Indemnified Indemnifying Party seeks indemnityhas assumed the defense in accordance with this Section 15.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. So long as the Indemnifying Party is diligently defending the Claim in good faith, the Indemnified Party shall permit not settle any such Claim without the prior written consent of the Indemnifying Party, at its option . If the Indemnifying Party does not assume and expense, to assume conduct the complete defense of such Claimthe Claim as provided above, provided that (ia) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partymay defend against, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, with respect to the giving by the claimant or plaintiff to Claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party shall be liable in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party as provided in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partythis Article 15.

Indemnification Procedures. The Party seeking indemnification In case any Proceeding (individuallyincluding any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 3.1 or Section 3.2, such Person (the “Indemnified Party”), ) shall promptly notify the other Party Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that the failure of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityto give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article III, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice), and the Indemnifying Party shall be entitled to participate in such Proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party shall permit a conflict of interest between the Indemnified Party and Indemnifying Party, at its option and expenseParty may exist in respect of such claim, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of thereof jointly with any such Claim at its own cost and expense, (ii) the other Indemnifying Party will conduct similarly notified, to the defense of any extent that it chooses, with counsel reasonably satisfactory to such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) after notice from the Indemnifying Party will not agree to any settlement that would admit liability on the part of the such Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimso chooses, the Indemnifying Party shall not be liable to the such Indemnified Party for such any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof at the request other than reasonable costs of the Indemnifying Party. As to those Claims with respect to which investigation; provided, however, that (i) if the Indemnifying Party does not elect fails to assume control the defense or employ counsel reasonably satisfactory to the Indemnified Party, (ii) if such Indemnified Party who is a defendant in any action or Proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party or (iii) if representation of both parties by the defensesame counsel is otherwise inappropriate under applicable standards of professional conduct then, in any such case, the Indemnified Party will afford shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction, except to the extent any Indemnified Party or Indemnified Parties reasonably shall have concluded that there may be legal defenses available to such party or parties which are not available to the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party an opportunity to participate in such defense at the shall be liable for any expenses therefor. No Indemnifying Party’s own cost and expenseParty shall, and will not settle or otherwise dispose of any of the same without the written consent of the Indemnifying Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. The Party seeking indemnification In case any Proceeding (individuallyincluding any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 3.1 or Section 3.2, such Person (the “Indemnified Party”), ) shall promptly notify the other Party Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that the failure of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityto give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article III, except to the extent the Indemnifying Party is actually and materially prejudiced by such failure to give notice), and the Indemnifying Party shall be entitled to participate in such Proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party shall permit a conflict of interest between the Indemnified Party and Indemnifying Party, at its option and expenseParty may exist in respect of such claim, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of thereof jointly with any such Claim at its own cost and expense, (ii) the other Indemnifying Party will conduct similarly notified, to the defense of any extent that it chooses, with counsel reasonably satisfactory to such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) after notice from the Indemnifying Party will not agree to any settlement that would admit liability on the part of the such Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimso chooses, the Indemnifying Party shall not be liable to the such Indemnified Party for such any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof at the request other than reasonable costs of the Indemnifying Party. As to those Claims with respect to which investigation; provided, however, that (i) if the Indemnifying Party does not elect fails to assume control the defense or employ counsel reasonably satisfactory to the Indemnified Party, (ii) if such Indemnified Party who is a defendant in any action or Proceeding that is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party that are not available to the Indemnifying Party or (iii) if representation of both parties by the defensesame counsel is otherwise inappropriate under applicable standards of professional conduct then, in any such case, the Indemnified Party will afford shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction, except to the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses available to such party or parties that are not available to the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party an opportunity to participate in such defense at the shall be liable for any expenses therefor. No Indemnifying Party’s own cost and expenseParty shall, and will not settle or otherwise dispose of any of the same without the written consent of the Indemnifying Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this paragraph, the party seeking indemnification (individually, the “Indemnified Party”), shall ) will promptly notify cause notice thereof to be delivered to the other Party party from whom is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonable withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expenseclaim or litigation, consent to entry of any judgement or enter into any settlement without the written consent of the Indemnified Party (ii) which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of any judgement or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonable withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense of any as required in this Section, then the Indemnified Party may conduct such Claim with due regard for defense at the business interests and potential related liabilities expense of the Indemnified Party, Indemnifying Party and (iii) the approval of the Indemnifying Party will not agree to be required for any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests consent or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyjudgement.

Indemnification Procedures. The Party Promptly after receipt of notice of the commencement of any action by a party seeking indemnification to be indemnified under this Section 17 (individually, the “Indemnified Party”), shall promptly notify the other Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”) ), notify the Indemnifying Party in writing of the Claim. Such Claim for indemnity shall indicate commencement thereof; provided, however, that the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, omission to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) notify the Indemnifying Party will not agree relieve the Indemnifying Party from any liability which it may have to any settlement that would admit liability on the part of the Indemnified Party or involve relief other otherwise than payment under the provisions of moneythis Agreement, without and will relieve it from liability under this Agreement only to the approval of extent that such omission results in the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for forfeiture by the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in rights or defenses with respect thereofto such action. After In any action or proceeding, following provision of proper notice to by the Indemnified Party of the existence of such action, the Indemnifying Party’s Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of such Claimthe action, the Indemnifying Party shall will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such legal claim or other expenses subsequently incurred demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the defense thereof at Agreement, or the request transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford be liable to the Indemnifying Party an opportunity for any reasonable attorney’s fees and direct costs relating to participate such proceedings. The indemnifications provided in such defense at this Section 17 will survive the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose termination of any of the same without the consent of the Indemnifying Partythis Agreement.

Indemnification Procedures. The Party seeking indemnification A Landmark Indemnitee or OpCo Indemnitee, as the case may be (individuallyfor purposes of this Section 9.4, the an “Indemnified Party”), shall promptly notify give the other Party indemnifying party under Section 9.1 or Section 9.2, as applicable (the for purposes of this Section 9.4, an “Indemnifying Party”) in writing ), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the ClaimLoss, if known, and method of computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its obligations under this Article 9 except to the extent the Indemnifying Party is prejudiced by such failure. Such Claim for In connection with any claim giving rise to indemnity shall indicate the nature hereunder resulting from or arising out of the Claim and the basis therefor. Promptly after any Action by a Claim Person who is made for which the Indemnified Party seeks indemnitynot a party to this Agreement, the Indemnified Party shall permit the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) . If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in connection accordance with the such defense thereof at the request of and settlement shall relieve the Indemnifying Party. As to those Claims Party of its indemnification obligations herein provided with respect to which the any damages resulting therefrom. The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will prior written consent (which consent shall not settle be unreasonably withheld or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed).

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this Agreement, the party seeking indemnification (individually, the “Indemnified Party”)) will promptly cause written notice thereof to be delivered by certified mail, shall promptly notify return receipt requested, to the other Party party from whom it is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonable withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The Indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party claim or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Partylitigation, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, without the giving by the claimant or plaintiff to written consent of the Indemnified Party (which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of a release from any judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonable withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all liability pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense as required in respect thereof. After notice to this Section, after delivery of proper notice, then the Indemnified Party may conduct such defense at the expense of the Indemnifying Party’s election to assume , and the defense approval of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle be required for any settlement or otherwise dispose entry of any of the same without the consent of the Indemnifying Partyjudgment.

Indemnification Procedures. The Party Promptly after receipt of notice of the commencement of any action by a party seeking indemnification to be indemnified under this Section 8 (individually, the “Indemnified Party”), shall promptly notify the other Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 8 (the “Indemnifying Party”) ), notify the Indemnifying Party in writing of the Claim. Such Claim for indemnity shall indicate commencement thereof; provided, however, that the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, omission to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) notify the Indemnifying Party will not agree relieve the Indemnifying Party from any liability which it may have to any settlement that would admit liability on the part of the Indemnified Party or involve relief other otherwise than payment under the provisions of moneythis Agreement, without and will relieve it from liability under this Agreement only to the approval of extent that such omission results in the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for forfeiture by the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in rights or defenses with respect thereofto such action. After In any action or proceeding, following provision of proper notice to by the Indemnified Party of the existence of such action, the Indemnifying Party’s Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of such Claimthe action, the Indemnifying Party shall will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such legal claim or other expenses subsequently incurred demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the defense thereof at Agreement, or the request transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford be liable to the Indemnifying Party an opportunity for any reasonable attorney’s fees and direct costs relating to participate such proceedings. The indemnifications provided in such defense at this Section 8 will survive the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose termination of any of the same without the consent of the Indemnifying Partythis Agreement.

Indemnification Procedures. The In the case of any Litigation asserted by a third party (a “Third Party seeking Claim”) against a party entitled to indemnification under this Agreement (individually, the “Indemnified Party”), notice shall promptly notify be given by the other Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly promptly after a Claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party, Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its option and expense, obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the complete defense of such Third Party Claim, provided that (ia) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party will have may participate in such defense at such Indemnified Party’s expense, and (b) the right failure of any Indemnified Party to participate give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Third Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, shall consent to the entry of any judgment or enter into any settlement which that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party, (ii) does not include, include as an unconditional term thereof, thereof the giving by the each claimant or plaintiff to the such Indemnified Party of a an irrevocable release from all liability with respect to such Third Party Claim, or (iii) would restrict such Indemnified Party’s ability to conduct its business in respect thereofthe ordinary course or would otherwise have a materially adverse impact on the business of the Indemnified Party. After notice to If the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to provided that if the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseso take over and control, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will shall not settle or otherwise dispose of any of the same such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. In any event, the Reinsurer and the Company shall cooperate in the defense of any Third Party Claim subject to this Article X and the records of each shall be reasonably available to the other with respect to such defense.

Indemnification Procedures. The Party seeking In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (individually, the “"Indemnified Party”"), notice shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which be given by the Indemnified Party seeks indemnityto the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party, at its option and expense, ) to assume the complete defense of such Claimany third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party will have may participate in such defense at such Indemnified Party's expense, and (iii) the right omission by any Indemnified Party to participate give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include, include as an unconditional term thereof, thereof the giving by the each claimant or plaintiff to the such Indemnified Party of a release from all liability in with respect thereofto such claim or litigation. After notice to In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to provided that if the Indemnified Party for such legal or other expenses subsequently incurred by does so take over and assume control, the Indemnified Party in connection with shall not settle such claim or litigation without the defense thereof at the request written consent of the Indemnifying Party, such consent not to be unreasonably withheld. As to those Claims with respect to which In the event that the Indemnifying Party does not elect to assume control accept the defense of the defenseany matter as above provided, the Indemnified Party will afford shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party an opportunity to participate and the Indemnified Party shall cooperate in such the defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any claim or litigation subject to this Article IX and the records of each shall be available to the same without the consent of the Indemnifying Partyother with respect to such defense.

Indemnification Procedures. The Party seeking indemnification In case any proceeding (individuallyincluding any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 15, the “Indemnified Party”), such person (an "INDEMNIFIED PARTY") shall promptly notify the other Party person against whom such indemnity may be sought (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party seeks indemnityso to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall permit have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such Claimconsent, except with or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to the entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement which does not include, as includes an unconditional term thereof, the giving by the claimant or plaintiff to the release of such Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense arising out of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyproceeding.

Indemnification Procedures. The Party seeking indemnification claiming indemnity under this Article 15 (individually, the “Indemnified Party”), ) shall promptly notify give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) in writing promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim. Such ”), and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such claim and disposition of any such Claim for indemnity shall indicate unless the nature Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 15, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party and (iii) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the basis thereforconsent of the Indemnified Party if such settlement involves anything other than the payment of money by the Indemnifying Party (including, for example, any settlement admitting fault or wrongdoing of the Indemnified Party, or consenting to any injunctive relief). Promptly after a Claim is made The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which the Indemnified Indemnifying Party seeks indemnityhas assumed the defense in accordance with this Section 15.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. So long as the Indemnifying Party is diligently defending the Claim in good faith, the Indemnified Party shall permit not settle any such Claim without the prior written consent of the Indemnifying Party, at its option . If the Indemnifying Party does not assume and expense, to assume conduct the complete defense of such Claimthe Claim as provided above, provided that (ia) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partymay defend against, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, with respect to the giving by the claimant or plaintiff to Claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party shall be liable in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party as provided in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partythis Article 15.

Indemnification Procedures. The Party seeking (a) Promptly after any party entitled to indemnification under this Section 12 (individually"Indemnitee") obtains knowledge of the potential existence or commencement of a Claim, the “Indemnified Party”)in respect of which Indemnitee is or may be entitled to indemnification under this Agreement, shall such Indemnitee will promptly notify the other Party party ("Indemnitor") of such Claim in writing; provided, however, that any failure to give such notice will not waive any rights of Indemnitee except to the “Indemnifying Party”extent that the rights of Indemnitor are actually prejudiced thereby. Indemnitor will assume the defense and settlement of such Claim with counsel reasonably satisfactory to Indemnitee at Indemnitor's sole risk and expense; provided, however, that Indemnitee (i) will be permitted to join in writing the defense and settlement of the Claim. Such Claim for indemnity shall indicate the nature of the such Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, to employ counsel at its option own expense; (ii) will reasonably cooperate with Indemnitor in the defense and expense, to assume the complete defense any settlement of such Claim, provided that ; and (iiii) the Indemnified Party will have the right to participate in the defense of any pay or settle such Claim at its own cost and expense, any time in which event Indemnitee will be deemed to have waived any right to indemnification therefor by Indemnitor. Indemnitor may settle any Claim without Indemnitee's written consent unless such settlement (iiA) the Indemnifying Party will conduct the defense does not include a release of all covered claims pending against Indemnitee; (B) contains an admission of liability or wrongdoing by Indemnitee; or (C) imposes any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief obligations upon Indemnitee other than payment of money, without the approval of the Indemnified Party, not an obligation to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of stop using any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyinfringing items.

Indemnification Procedures. The Party seeking Each party entitled to indemnification under this Section 7 (individually, the “Indemnified Party”), ) shall promptly notify give notice to the other Party party required to provide indemnification (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly promptly after a Claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of any claim as to which indemnity may be sought, the Indemnified Party and shall permit the Indemnifying Party, at its option and expense, Party to assume the complete defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party proposed to conduct the defense of such Claim, provided that (i) claim or litigation shall be approved by the Indemnified Party will (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such Indemnified Party’s election and expense; provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure resulted in prejudice to the Indemnifying Party; and provided further, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to participate retain one separate counsel, with the fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by counsel for the Indemnifying Party in such proceeding. No Indemnifying Party, in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claimshall, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the all Indemnified Party Parties of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal claim or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partylitigation.

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this paragraph, the party seeking indemnification (individually, the “Indemnified Party”), shall ) will promptly notify cause notice thereof to be delivered to the other Party party from whom indemnification is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonable withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The Indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expenseclaim or litigation, consent to entry of any judgement or enter into any settlement without the written consent of the Indemnified Party (ii) which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of any judgement or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense of any as required in this Section, then the Indemnified Party may conduct such Claim with due regard for defense at the business interests and potential related liabilities expense of the Indemnified Party, Indemnifying Party and (iii) the approval of the Indemnifying Party will not agree to be required for any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests consent or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyjudgement.

Indemnification Procedures. The Any Indemnified Party seeking indemnification under this Agreement for any Liabilities shall give the Indemnifying Party notice of such Liabilities promptly but in any event on or before thirty (individually, 30) days after the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing ’s actual knowledge of the Claimclaim or action giving rise to the Liabilities. Such Claim for indemnity notice shall describe the Liability in reasonable detail, and shall indicate the nature amount (estimated if necessary) of the Claim and the basis therefor. Promptly after a Claim is made for which Liability that has been, or may be sustained by, the Indemnified Party. To the extent that the Indemnifying Party seeks indemnitywill have been actually and materially prejudiced as a result of the failure to provide such notice, the Indemnified Party shall permit bear all responsibility for any additional costs or expenses incurred by the Indemnifying Party as a result of such failure to provide notice. The Indemnifying Party shall assume the defense of the claim or action giving rise to the Liabilities with counsel designated by the Indemnifying Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to it that are different from or additional to, or inconsistent with, those available to the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will shall have the right to participate select and be represented by separate counsel, at the expense of the Indemnifying Party. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall in the defense of any such Claim at all cases be entitled to control its own cost and expensedefense, (ii) at the expense of the Indemnifying Party, in any claim or action if it: (a) may result in injunctions or other equitable remedies with respect to the Indemnified Party; (b) may result in material liabilities which may not be fully indemnified hereunder; or (c) may have a material and adverse effect on the Indemnified Party will conduct (including a material and adverse effect on the defense of any such Claim with due regard for the tax liabilities, earnings, ongoing business interests and potential related liabilities relationships or regulation of the Indemnified Party, and (iii) even if the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for pays all indemnification amounts in full. If the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election fails to assume the defense of such Claima claim or action, the Indemnifying Party shall be liable to indemnification of which is required under this Agreement, the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof may, at the request expense of the Indemnifying Party. As to those Claims , contest, settle, or pay such claim; provided, however, that settlement or full payment of any such claim or action may be made only with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expenseconsent, and which consent will not settle be unreasonably withheld, conditioned or otherwise dispose of any delayed, or, absent such consent, written opinion of the same without the consent of the Indemnifying Indemnified Party’s counsel that such claim is meritorious or warrants settlement.

Indemnification Procedures. The Party Promptly, upon becoming aware of any matter that is subject to the provisions of this Section 9. (a “Claim”), the party seeking indemnification (individually, the “Indemnified Party”), shall promptly notify ) must give notice of the Claim to the other Party party (the “Indemnifying Party”) ), accompanied by a copy of any written documentation regarding the Claim received by the Indemnified Party. The Indemnifying Party will have the right, at its option, to settle or defend, at its own expense and with its own counsel, the Claim. The Indemnified Party will have the right, at its option, to participate in writing the settlement or defense of the Claim, with its own counsel and at its own expense, but the Indemnifying Party will have the right to control the settlement or defense. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which The Indemnifying Party will not enter into any settlement that imposes any liability or obligation on the Indemnified Party seeks indemnityParty, or contains any acknowledgement of wrongdoing by the Indemnified Party, without the Indemnified Party’s prior written consent. The parties will cooperate in the settlement or defense and give each other access to all relevant information. If an Indemnified Party’s ability to provide a service is enjoined due to a claim covered by the indemnity obligations in this Section, the Indemnified Indemnifying Party shall permit the Indemnifying Partywill, at its option and expense, and in addition to assume the complete defense of such Claim, provided any other remedies that (i) the Indemnified Party will have may have, either: a) procure for the Indemnified Party and the Users the continued right to participate in use the defense service; b) replace the infringing material with non-infringing material that will not adversely affect the operation or quality of any such Claim at its own cost the service; c) modify the infringing material so that it is non-infringing and expense, (iiwill not adversely affect the operation or quality of the service; or d) only if none of the above options are possible after commercially reasonable attempts by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partyto complete them, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties either party may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyterminate this Agreement.

Indemnification Procedures. The Party seeking indemnification Upon (individuallya) the occurrence of an event or (b) the commencement of any civil, the criminal, administrative, arbitral or investigative claim, action, suit or proceeding (each, a “Claim”) against an Indemnified Party”), in connection with which Damages have been incurred or are likely to be incurred, notice thereof shall promptly notify be given to the other Party party that is obligated to provide indemnification (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityas promptly as practicable; provided, the Indemnified Party shall permit the Indemnifying Partyhowever, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability delay on the part of the Indemnified Party in providing such notice shall not relieve the Indemnifying Party of its indemnification obligation except to the extent the Indemnifying Party is detrimentally prejudiced thereby. After such notice, the Indemnifying Party shall immediately either provide the required indemnification or involve relief other than payment of money, without the approval take control of the defense and investigation of the Claim, if any, and employ and engage attorneys reasonably acceptable to the Indemnified PartyParty to handle and defend the same, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for at the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own sole cost and expense. The Indemnified Party shall, at the expense of the Indemnifying Party, cooperate in all reasonable respects with the Indemnifying Party will notand its attorneys in the investigation, in trial and defense of the Claim and any such Claim, except with appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of such the Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat Claim. As to those Claims with respect to which If the Indemnifying Party does not elect assume full control over the defense of a Claim subject to assume control of the defensesuch defense as provided in this Section 20.5, the Indemnified Party will afford shall have the Indemnifying Party an opportunity right to participate defend the Claim in such defense manner as it may deem appropriate, at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

Indemnification Procedures. The Party seeking If any civil, criminal, administrative or investigative action or proceeding (each, a "Claim") is commenced against any party entitled to indemnifications under Section 23.01 or Section 23.02 (an "Indemnified Party"), written notice thereof shall be given to the party that is obligated to provide indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “"Indemnifying Party”") as promptly as practicable. After such written notice, if the Indemnifying Party shall acknowledge in writing of to such Indemnified Party that this Agreement applies with respect to such Claim, then the Claim. Such Claim for indemnity Indemnifying Party shall indicate the nature of the Claim and the basis therefor. Promptly after be entitled, if it so elects, in a Claim is made for which notice delivered to the Indemnified Party seeks indemnitynot less than 10 days prior to the date on which a response to such Claim is due, to take control of the defense and investigation of such Claim and to employ and engage attorneys of its choice to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that the Indemnified Party shall permit the Indemnifying Partymay, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat Claim. As to those Claims with respect to which If the Indemnifying Party does not elect assume full control over the defense of a Claim subject to assume control of the defensesuch defense as provided in this Section 23.03, the Indemnified Party will afford the Indemnifying Party an opportunity to may participate in such defense defense, at the Indemnifying Party’s own its sole cost and expense, and will not settle or otherwise dispose of any of the same without Indemnified Party shall have the consent right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

Indemnification Procedures. The Each Party (Marina on behalf of Marina Indemnitees, or ProNAi on behalf of ProNAi Indemnitees) will promptly notify the other Party when it becomes aware of a Claim for which indemnification may be sought hereunder. To be eligible to be indemnified for a Claim, a person seeking indemnification (individually, the “Indemnified Party”), ) shall promptly notify (i) provide the other Party required to indemnify such person (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature with prompt written notice of the Claim giving rise to the indemnification obligation under this Article 8, provided that, the failure to provide such prompt notice shall not relieve the Indemnifying Party of any of its obligations under this Article 8 except to the extent the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Claim; and (iii) not settle, admit or materially prejudice the basis thereforClaim, without the Indemnifying Party’s prior written consent. Promptly after a Claim is made The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of any Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in and have its own counsel participate in any action or proceeding for which the Indemnified Party seeks indemnityto be indemnified by the Indemnifying Party. Such participation shall be at the Indemnified Party’s expense, unless (i) the Indemnifying Party and the Indemnified Party shall permit have mutually agreed to the Indemnifying Party, at its option and expense, to assume the complete defense retention of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party will conduct and the defense Indemnified Party and representation of any such Claim with both Parties by the same counsel would be inappropriate due regard for to actual or potential differing interests between them. The Indemnifying Party’s obligations under Section 8.1 or 8.2, as the business interests and potential related liabilities case may be, shall not apply to the extent of the Indemnified Party, and (iii) the Indemnifying Party will not agree ’s failure to take reasonable action to mitigate any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expenseLosses. The Indemnifying Party will notshall not settle or compromise, in defense of any such Claim, except with the consent of the Indemnified Party, or consent to the entry of any judgment or enter into with respect to, any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the prior written consent of the Indemnifying Indemnified Party, which will not be unreasonably withheld or delayed.

Indemnification Procedures. The Party seeking indemnification Promptly after receipt of any written claim or notice of any action giving rise to a claim for indemnification, (individually, a) the “Indemnified Party”), indemnified party shall promptly notify the other Party (the “Indemnifying Party”) in writing party and provide copies of the Claim. Such Claim for indemnity claim and any documents relating to the same in its possession; and (b) the indemnifying party shall indicate the nature have control of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of any such Claimclaim and all negotiations for settlement or compromise provided, provided however, that (i) the Indemnified Party will indemnified party shall have the right to approve defense counsel selected by the indemnifying party, such consent not to be unreasonably withheld or delayed. In the event both the indemnified party and the indemnifying party are named in the claim and circumstances exist or may arise which would make the indemnifying party and the indemnified party adverse to each other or create a conflict of interest for the indemnifying party defending the indemnified party, the indemnified party shall be permitted to participate in the defense of any such Claim the claim with counsel of its own choosing at the reasonable cost and expense of the indemnifying party; and (c) at the indemnifying party’s reasonable request and expense, the indemnified party shall provide it with reasonable assistance for the defense of the claim. The indemnified party shall be entitled to employ counsel at its own cost and expense, (ii) expense to monitor the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities handling of the Indemnified Partyclaim and neither party shall settle a claim that imposes on, and (iii) or restricts the Indemnifying Party will not agree operations of, the other party or requires the other party to any settlement that would admit liability on the part of the Indemnified Party pay monies or involve relief other than payment of money, make admissions without the approval written consent of the Indemnified Partysuch other party, which consent shall not to be unreasonably withheld; and provided, further, that if it is reasonably likely that withheld or delayed. If the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election indemnifying party fails to assume the defense of such Claimany claim within the prescribed period of time, then the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with indemnified party may assume the defense thereof of such claim at the request reasonable cost and expense of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyindemnifying party.

Indemnification Procedures. The Party seeking Each party entitled to indemnification under this Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “"Indemnifying Party”") in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly promptly after a Claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of any claim as to which indemnity may be sought, the Indemnified Party and shall permit the Indemnifying Party, at its option and expense, Party to assume the complete defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party proposed to conduct the defense of such Claim, provided that (i) claim or litigation shall be approved by the Indemnified Party will (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such Indemnified Party's election and expense; provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure resulted in prejudice to the Indemnifying Party; and provided further, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to participate retain one separate counsel, with the fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by counsel for the Indemnifying Party in such proceeding. No Indemnifying Party, in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claimshall, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the all Indemnified Party Parties of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal claim or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partylitigation.

Indemnification Procedures. The Party seeking indemnification claiming indemnity under this Article 14 (individually, the “Indemnified Party”), ) shall promptly notify give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) in writing promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”), and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim. Such Claim for indemnity shall indicate Notwithstanding the nature of foregoing, if the Claim and Indemnifying Party is also a party (or likely to be named a party) to the basis therefor. Promptly after a proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim that are in conflict with the interests of the Indemnifying Party, then the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim, it (a) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 14, (b) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party and (c) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which the Indemnified Indemnifying Party seeks indemnityhas assumed the defense in accordance with this Section 14.4, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. So long as the Indemnifying Party is diligently defending the Claim in good faith, the Indemnified Party shall permit not settle any such Claim without the prior written consent of the Indemnifying Party, at its option . If the Indemnifying Party does not assume and expense, to assume conduct the complete defense of such Claimthe Claim as provided above, provided that (ix) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partymay defend against, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereofwith respect to, the giving by the claimant or plaintiff to Claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party shall be liable in connection therewith), and (y) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this Article 14. Nothing in this Article 14 shall act to negate any obligation under common law of either Party to mitigate damages resulting from or arising as a consequence of any circumstances giving rise to any Claim for which such legal Party is being indemnified against or other expenses subsequently incurred held harmless by the Indemnified other Party hereunder or any claim or cause of action under which a Party intends to seek damages from the other Party pursuant to this Agreement or at law or in connection equity. ***Text Omitted and Filed Separately with the defense thereof at the request of the Indemnifying PartySecurities and Exchange Commission. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseConfidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(2), the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost (4), (5) and expense, (6) and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.230.406

Indemnification Procedures. The Each Party seeking entitled to indemnification under this Section 1.5 (individually, the “Indemnified Party”), shall promptly notify ) will give notice to the other Party required to provide indemnification (the “Indemnifying Party”) in writing promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Claim. Such Claim Indemnifying Party to assume the defense of such claim or any litigation resulting from such claim; provided that counsel for indemnity shall indicate the nature Indemnifying Party who will conduct the defense of the Claim and the basis therefor. Promptly after a Claim is made for which such claim or any litigation resulting from such claim, will be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonably withheld), and the Indemnified Party shall permit may participate in such defense at such Indemnified Party’s expense. Notwithstanding the foregoing, any Indemnified Party’s failure to give notice as provided in this Section 1.5(c) will not relieve the Indemnifying Party of the Indemnifying Party’s obligations under this Section 1 to the extent such failure is not prejudicial. No Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claimwill, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which that does not include, include as an unconditional term thereof, of such judgment or such settlement the giving by the claimant claimant’s or plaintiff to the plaintiff’s release of such Indemnified Party of a release from all liability in respect thereofto such claim or litigation. After notice to the Each Indemnified Party of will furnish such information regarding such Indemnified Party or the claim in question as an Indemnifying Party’s election to assume the Party may reasonably request in writing and as will be reasonably required in connection with defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for claim and litigation resulting from such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyclaim.

Indemnification Procedures. The A Party seeking indemnification under this Section 18 for itself or any of its Affiliates or any of its or their respective officers, directors, members, managers, employees, agents and representatives (individuallycollectively in this capacity, the “Indemnified Party”), ) shall promptly notify the other Party from whom indemnification is sought (in this capacity, the “Indemnifying PartyIndemnitor”) of any Liability in writing respect of which such Indemnified Party intends to claim indemnification; provided, however, that the Claim. Such Claim for indemnity failure to so notify the Indemnitor shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which not affect the Indemnified Party seeks indemnityParty’s rights to indemnification hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. With respect to any Liabilities that relate to a third party claim, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, Indemnitor to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in control the defense of any such Claim Liabilities; provided, however, if the Indemnified Party reasonably determines that the joint representation of the Indemnified Party and the Indemnitor by a single counsel would result in a conflict of interest arising out of the joint representation by counsel selected by the Indemnitor of the interests of the Indemnitor and the Indemnified Party, the Indemnitor shall be entitled to engage separate counsel to represent the Indemnified Party (at its own the Indemnitor’s sole cost and expense) and, (ii) if the Indemnifying Party will conduct Indemnitor fails to do so, the Indemnitor shall not be entitled to assume the Indemnified Party’s defense of such Liability. If the Indemnitor assumes the defense of any such Claim Liability, the Indemnitor shall consult with due regard the Indemnified Party for the business interests and potential related liabilities purpose of allowing the Indemnified PartyParty to participate in such defense, and (iii) but in such case the Indemnifying Party will not agree to any settlement that would admit liability on the part legal expenses of the Indemnified Party or involve relief other than payment incurred as a result of money, without the approval of such participation shall be paid by the Indemnified Party, not . With respect to be unreasonably withheld; and provided, further, that if it is reasonably likely that any Proceeding for which the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for Indemnitor has assumed the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the an Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, Indemnitor shall promptly inform the giving by the claimant or plaintiff to the applicable Indemnified Party of a release from all liability in respect thereof. After notice to the material developments related thereto, including copying such Indemnified Party of on all pleadings, filings and other correspondence relating thereto. If the Indemnifying Party’s election Indemnitor fails to assume the defense of and defend a Liability or if, after commencing or undertaking any such Claimdefense, the Indemnifying Party shall be liable Indemnitor fails to the Indemnified Party for prosecute such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseLiability, the Indemnified Party will afford shall have the Indemnifying right to undertake the defense or settlement thereof. With respect to any Liabilities that relate to a third party claim, the Indemnified Party an opportunity shall have the right to participate settle such Liabilities, provided the Indemnified Party consents in writing to such defense at the Indemnifying Party’s own cost and expensesettlement, and will which consent shall not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partybe unreasonably withheld.

Indemnification Procedures. The Party seeking indemnification hereunder (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claimapplicable Claim(s). Such Claim claim for indemnity shall indicate the nature of the Claim Claim(s) and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the The Indemnified Party shall promptly permit the Indemnifying Party, at its option and expense, to assume the complete defense of such ClaimClaim(s), provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The Party Promptly after receipt of notice of the commencement of any action by a party seeking indemnification to be indemnified under this Section 19 (individuallythe "Indemnified Party"), the “Indemnified Party shall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 19 (the "Indemnifying Party”"), shall promptly notify the other Indemnifying Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate commencement thereof; PROVIDED, HOWEVER, that the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, omission to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) notify the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) shall not relieve the Indemnifying Party will not agree from any liability which it may have to any settlement that would admit liability on the part of the Indemnified Party or involve relief other otherwise than payment of moneyunder the provisions hereof, without and shall relieve it from liability hereunder only to the approval of extent that such omission results in the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for forfeiture by the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in rights or defenses with respect thereofto such action. After In any action or proceeding, following provision of proper notice to by the Indemnified Party of the existence of such action, the Indemnifying Party’s Party shall be entitled to participate in any such action and, to the extent that it shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of such Claimthe action, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party's consent by such Indemnified Party in connection with the defense thereof. The Indemnified Party shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party shall not be liable hereunder for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such legal claim or other expenses subsequently incurred demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party shall be commenced by the Indemnified Party in connection with the defense thereof at Agreement, or the request transactions contemplated hereunder, and such proceeding shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford shall be liable to the Indemnifying Party an opportunity for any reasonable attorney's fees and direct costs relating to participate such proceedings. The indemnifications provided in such defense at this Section 19 shall survive the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose termination of any of the same without the consent of the Indemnifying Partythis Agreement.

Indemnification Procedures. The (i) After the giving of notice by an Indemnified Party seeking indemnification as required by paragraph (individually, c) of any claim or the “Indemnified Party”commencement of any action by a Person or Governmental Entity who is not a party to this Agreement or an Affiliate of such a party (a "Third-Party Claim"), if the Indemnifying Party undertakes to defend any such claim, it shall promptly notify the other Party (the “Indemnifying Party”) in writing be required to take control of the Claim. Such Claim for indemnity shall indicate the nature defense and investigation with respect to such claim and to employ and engage reputable attorneys of the Claim and the basis therefor. Promptly after a Claim is made for which its own choice reasonably acceptable to the Indemnified Party seeks indemnityto handle and defend the same, at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnified Party shall permit of such election, which notice acknowledges the Indemnifying Party, at its option and expense, 's obligation to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expenseprovide indemnification hereunder. The Indemnifying Party will not, in defense shall not settle any Third-Party Claim that is the subject of any such Claim, except with indemnification without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of any lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnified Party's name of appropriate crossclaims and counterclaims). In connection with any Third-Party Claim, each Indemnified Party shall use reasonable efforts to make available to the entry Indemnifying Party upon written request and at reasonable times, its and its subsidiaries' officers, directors, employees and agents to act as witnesses to the extent that such persons may reasonably be required to be available in connection with any claim under this Section 5.2. The Indemnified Party may, at its own cost, participate in any investigation, trial and defense of any judgment such lawsuit or enter into any settlement which does not include, as an unconditional term thereof, the giving action controlled by the claimant Indemnifying Party and any appeal arising therefrom. If there are one or plaintiff more legal defenses available to the Indemnified Party of a release from all liability in respect thereof. After notice that conflict with those available to the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party’s election , to assume the defense of such Claimthe lawsuit or action; provided, the Indemnifying Party shall be liable to however, that the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will may not settle such lawsuit or otherwise dispose of any of the same action without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this paragraph (d)(i), if a Third-Party Claim is for money damages asserted in an amount not to exceed $1,000,000 and is principally for non-monetary relief that would have a continuing Material Adverse Effect on the Indemnified Party, then the Indemnified Party shall be entitled to take control of the defense and investigation with respect to such claim and to employ and engage reputable attorneys of its own choice reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnifying Party of such election.

Indemnification Procedures. The (a) In the event that (i) a Party seeking indemnification (individually, the “Indemnified Party”) becomes aware of the existence of any claim in respect of which payment may be sought under this Article X (an “Indemnification Claim”), or (ii) any legal proceedings shall be instituted, or any claim shall be asserted, by any Person not party to this Agreement in respect of an Indemnification Claim (a “Third Party Claim”), the Indemnified Party shall promptly notify cause written notice thereof (a “Claim Notice”) to be delivered to the other Party party from whom indemnification is sought (the “Indemnifying Party”); provided that, so long as such notice is given within the applicable time period described in Section 10.2(a)(i) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityor Section 10.2(a)(ii), the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability no delay on the part of the Indemnified Party or involve relief other than payment in giving any such notice shall relieve the Indemnifying Party of money, without any indemnification obligation hereunder unless (and then solely to the approval of extent that) the Indemnifying Party is materially prejudiced by such delay. Each Claim Notice shall be in writing and (A) shall specify the basis for indemnification claimed by the Indemnified Party, not (B) if such Claim Notice is being given with respect to be unreasonably withheld; a Third Party Claim, shall describe in reasonable detail such Third Party Claim and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will notaccompanied by copies of all relevant pleadings, in defense of any such Claim, except with the consent of demands and other papers served on the Indemnified Party, consent to and (C) shall specify the entry amount of any judgment (or enter into any settlement which does if not includefinally determined, as an unconditional term thereofa good faith estimate of) the Losses being incurred by, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseimposed upon, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any on account of the same without basis for the consent of the Indemnifying Partyclaim for indemnification.

Indemnification Procedures. The Party seeking Whenever any claim shall arise for indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityhereunder, the Indemnified Party shall permit promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense thereof at of any claim, including: (i) making available (subject to the request provisions of Section 5.02) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the Indemnifying Partynon-defending party as may be reasonably necessary for the preparation of the defense of such claim. As to those Claims with respect to which the The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expenseprior written consent (which consent shall not be unreasonably withheld, and will not settle conditioned or otherwise dispose of any of the same without the consent of the Indemnifying Party.delayed). Section 6.06

Indemnification Procedures. The Party seeking (a) All claims for indemnification pursuant to this Article VIII shall be made in accordance with the procedures set forth in this Section 8.5. A Person entitled to assert a claim for indemnification (individually, the a “Claim”) pursuant to this Article VIII (an “Indemnified Party”) shall give the Indemnifying Party written notice of any such Claim (a “Claim Notice”), which notice shall promptly notify the other Party (the “Indemnifying Party”) include a description in writing reasonable detail of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have basis for, and nature of, such Claim, including the right to participate in facts constituting the defense of any basis for such Claim at its own cost Claim, and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities estimated amount of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement Losses that would admit liability on the part of the Indemnified Party have been or involve relief other than payment of money, without the approval of the Indemnified Party, not to may be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred sustained by the Indemnified Party in connection with such Claim; provided, however, that any such Claim Notice need only specify such information to the defense thereof at knowledge of the request Indemnified Party as of the date of such Claim Notice and shall not limit or prejudice any of the rights or remedies of any Indemnified Party on the basis of any limitations on the information included in such Claim Notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege. Any Claim Notice shall be given by the Indemnified Party to the Indemnifying Party. As , (A) in the case of a Claim in connection with any Action made or brought by any Person (other than a Buyer Indemnitee or a Seller Indemnitee in connection with this Agreement) against such Indemnified Party (a “Third-Party Claim”), reasonably promptly following receipt of notice of the assertion or commencement of such Action, and (B) in the case of a Claim other than a Third-Party Claim (a “Direct Claim”), reasonably promptly after the Indemnified Party learns of the facts which may result in a claim for indemnification; provided, however, that no failure to those Claims with respect to which give such prompt written notice shall relieve the Indemnifying Party does not elect of any of its indemnification obligations hereunder except to assume control of the defense, the Indemnified Party will afford extent that the Indemnifying Party an opportunity to participate in is materially prejudiced by such defense at failure. For the Indemnifying Party’s own cost and expensepurposes of this Agreement, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.“

Indemnification Procedures. The If any claim is commenced against a Party seeking entitled to indemnification under Section 14.1(a) or Section 14.1(b) (individually, the “Indemnified Party”), prompt notice thereof shall promptly notify be given by the Indemnified Party to the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which ); provided, however, that failure by the Indemnified Party seeks indemnity, to provide prompt notice to the Indemnifying Party pursuant to this Section 14.1 shall not affect the right of the Indemnified Party to be indemnified hereunder except to the extent the Indemnifying Party is prejudiced by such delay. At the Indemnifying Party’s cost: (i) the Indemnifying Party may immediately take control of the defense of such claim and engage attorneys acceptable to the Indemnified Party to defend such claim; and (ii) the Indemnified Party shall permit cooperate with the Indemnifying Party, at Party (and its option and expense, to assume the complete defense of such Claim, provided that (iattorneys) the Indemnified Party will have the right to participate in the defense of any such Claim claim. The Indemnified Party may, at its own cost and expensecost, participate (iithrough its attorneys or otherwise) in such defense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which If the Indemnifying Party does not elect to assume control over the defense of the defensea claim as provided in this Section 14.1(c), the Indemnified Party will afford may engage attorneys acceptable to the Indemnifying Party an opportunity to participate and defend the claim in such defense manner as it may deem appropriate, at the cost of the Indemnifying Party; provided, however, that in any such event, the Indemnified Party shall not, without the Indemnifying Party’s own cost and expenseconsent (which it may withhold in its sole discretion), and will not settle or otherwise dispose of any of enter into a settlement regarding the same without the consent of applicable claim that requires the Indemnifying PartyParty to admit fault or perform any action other than the payment of money.

Indemnification Procedures. The In the event of a claim for indemnification based on a third-Party claim, the Party seeking indemnification agrees to: (individually, the “Indemnified Party”), shall i) promptly notify the other indemnifying Party of any matters in respect of which the indemnity may apply and of which the indemnified Party has knowledge; provided that any failure by the Party seeking indemnification to provide prompt notice shall not excuse the indemnifying Party of its indemnification obligation hereunder unless, and solely to the extent that, a court determines that such failure materially prejudices the indemnifying Party’s ability to defend or settle any such claim; (ii) give the “Indemnifying Party”indemnifying Party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying Party shall not settle any such claim or action unless such settlement either (a) includes an unconditional release of the indemnified Party from all liability on all claims that are the subject matter of such proceeding or (b) is consented to in writing of by the Claim. Such Claim for indemnity shall indicate indemnified Party; and (iii) cooperate with the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own indemnifying Party’s cost and expense, (ii) the Indemnifying Party will conduct in the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partyor settlement thereof. The indemnified Party may participate, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in such defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into and in any settlement which does not includediscussions directly or through counsel of its choice on a monitoring, as an unconditional term thereof, non-controlling basis. In the giving by event the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying indemnifying Party does not elect assume control of the response and defense of a claim pursuant to clause (ii) of this Section 10.3, the indemnified Party shall have the right to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in defense of such defense claim at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any expense of the same without the consent of the Indemnifying indemnifying Party.

Indemnification Procedures. The Party that is seeking indemnification indemnity (individually, the “"Indemnified Party”), shall promptly notify ") from the other Party (the “"Indemnifying Party”") in writing of the Claim. Such Claim for indemnity pursuant to this Section 7, shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit give the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense prompt notice of any such Claim at its own cost and expenseclaim, (ii) allow the Indemnifying Party will conduct to control the defense or settlement of any such Claim claim and cooperate with due regard for the business interests Indemnifying Party in all matters related thereto; provided however that, prior to the Indemnifying Party assuming such defense and potential related liabilities upon the request of the Indemnified Party, and (iii) the Indemnifying Party will not agree shall demonstrate to any settlement that would admit liability on the part reasonable satisfaction of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with (a) is able to fully pay the consent of the Indemnified Party, consent to the 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 reasonably anticipated indemnity amounts under this Section 7 and (b) takes steps satisfactory to the Indemnified Party of a release from all liability in respect thereofto ensure its continued ability to pay such amounts. After notice to In the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which event the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in may defend against any such defense claim at the Indemnifying Party’s own cost and expense, and will the Indemnifying Party shall fully cooperate with the Indemnified Party, at no charge to the Indemnified Party, in defending such potential Loss, including, without limitation, using reasonable commercial efforts to keep the relevant Worksite Employee available. In the event the Indemnifying Party controls the defense, the Indemnified Party shall be entitled, at its own expense, to participate in, but not settle or otherwise dispose control, such defense. The failure to promptly notify the Indemnifying Party of any claim pursuant to this Section shall not relieve such Indemnifying Party of any indemnification obligation that it may have to the same without Indemnified Party, except to the consent of extent that the Indemnifying Party demonstrates that the defense of such action has been materially prejudiced by the Indemnified Party’s failure to timely give such notice.

Indemnification Procedures. The Party seeking In any case under this Agreement where one party has indemnified the other against any claim or legal action, indemnification (individuallywill be conditioned on compliance with the procedure outlined below. Provided that prompt notice is given of any claim or suit for which indemnification might be claimed, the “Indemnified Party”)indemnifying party promptly will defend, shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnitycontest, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of or otherwise protect against any such Claim claim or suit at its own cost and expense. The indemnified party may, (ii) but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party indemnifying party will conduct be entitled to control the defense of unless the indemnified party has relieved the indemnifying party from liability with respect to the particular matter. In the event the indemnifying party fails to timely defend, contest, or otherwise protect against any such Claim with due regard for claim or suit, the business interests and potential related liabilities of indemnified party may, but will not be obligated to, defend, contest, or otherwise protect against the Indemnified Partysame, and (iii) make any compromise or settlement thereof and recover the Indemnifying Party will not agree to any entire costs thereof from the indemnifying party, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such claim or suit or the compromise or settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheldthereof; and provided, furtherhowever, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume indemnifying party undertakes the defense of such Claimmatter, the Indemnifying Party shall indemnified party will not be liable entitled to recover from the Indemnified Party for such legal or indemnifying party costs incurred in the defense thereof other expenses subsequently incurred than the reasonable costs of investigation undertaken by the Indemnified Party indemnified party and reasonable costs of providing assistance. The indemnified party will cooperate and provide such assistance as the indemnifying party may reasonably request in connection with the defense thereof at the request of the Indemnifying Party. As matter subject to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyindemnification.

Indemnification Procedures. The Party seeking If any third party claim is commenced against a person or entity entitled to indemnification under Section 27.1 or Section 27.2 (individually, the “Indemnified Party”), notice thereof shall promptly notify be given to the other Party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable. If, after such notice, the Indemnifying Party shall acknowledge that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice promptly delivered to the Indemnified Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, to immediately take control of the Claim. Such Claim for indemnity shall indicate the nature defense and investigation of the Claim such claim and the basis therefor. Promptly after a Claim is made for which to employ and engage attorneys reasonably acceptable to the Indemnified Party seeks indemnityto handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall permit cooperate, at the cost of the Indemnifying Party, at in all reasonable respects with the Indemnifying Party and its option attorneys in the investigation, trial and expense, to assume the complete defense of such Claimclaim and any appeal arising therefrom; provided, provided however, that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claimclaim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat claim. As to those Claims with respect to which If the Indemnifying Party does not elect assume full control over the defense of a claim subject to assume control of the defensesuch defense as provided in this Section, the Indemnified Party will afford the Indemnifying Party an opportunity to may participate in such defense defense, at the Indemnifying Party’s own its sole cost and expense, and will not settle or otherwise dispose of any of the same without Indemnified Party shall have the consent right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

Indemnification Procedures. The Party seeking Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (individually, the “Indemnified Party”), ) shall promptly notify provide written notice of such claim to the other Party party (the “Indemnifying Party”) in writing ); provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party materially prejudices the Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after any claim, action, demand, or proceeding brought by a Claim Person who is made for which the not an Indemnified Party seeks indemnity(a “Third Party Claim”), the Indemnified Party shall permit the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) . If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in connection accordance with the such defense thereof at the request of and settlement shall relieve the Indemnifying Party. As to those Claims Party of its indemnification obligations herein provided with respect to which the any damages resulting therefrom. The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expenseprior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, Purchaser shall have the right in its sole discretion to conduct the defense of, and will not settle or otherwise dispose to settle, any Third Party Claim for which it may seek indemnification and be fully indemnified therefor subject to the terms and conditions of any of the same without the consent of the Indemnifying Partythis Agreement.

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this paragraph, the party seeking indemnification (individually, the “Indemnified Party”), shall ) will promptly notify cause notice thereof to be delivered to the other Party party from whom is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonable withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party claim or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Partylitigation, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, without the giving by the claimant or plaintiff to written consent of the Indemnified Party (which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of a release from any judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonable withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all liability pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense as required in respect thereof. After notice to this Section, then the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in may conduct such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying PartyParty and the approval of the Indemnifying Party will not be required for any settlement or consent or entry of judgment. 11. Default at Closing.

Indemnification Procedures. The Party seeking indemnification (individually, a) In the “Indemnified Party”), shall promptly notify the other Party event that any written claim or demand for which an indemnifying party (the “Indemnifying Party”) in writing of may have liability to any indemnified party (the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim “Indemnified Party”) hereunder is made for which the asserted against or sought to be collected from any Indemnified Party seeks indemnityby a third party, the Indemnified Party shall permit notify the Indemnifying Party of such claim promptly (by notice to the Echo Representative in the case of indemnification claimed under Section 8.02 and by notice to MCK in the case of indemnification claimed under Section 8.03). Notwithstanding the foregoing, the Indemnified Party’s failure to so notify the Indemnifying Party shall not (except as stated in Section 8.01 with respect to the survival of representations and warranties and the right to claim thereunder) preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend as provided herein (in which event the Indemnified Party’s right to indemnity will be reduced equitably to reflect such material prejudice). The Indemnifying Party shall promptly following notice of the claim from the Indemnified Party (but in any case no less than 10 Business Days before the due date for the answer or response to a claim) notify the Indemnified Party of its desire to defend such claim. In the event the Indemnifying Party so notifies the Indemnified Party, the Indemnifying Party shall have the right to defend such claim at its option own expense and expense, by counsel of its own choosing reasonably satisfactory to assume the complete defense of such Claim, Indemnified Party; provided that (i) the Indemnifying Party states in such notice that the Indemnifying Party will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party will have from and against the right entirety of any and all Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim, (ii) such claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of such claim, (iv) such claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, and (v) such claim is not in respect of Taxes of the Indemnified Party. If the Indemnifying Party elects to, and is able to, defend such claim, the Indemnified Party may participate at its own expense in the defense of any such Claim at claim by counsel of its own cost and expensechoosing. Notwithstanding the foregoing, the Indemnified Party shall be entitled to direct or control the defense of such claim if (iix) the Indemnified Party waives all right to indemnification it may have in respect of such claim under this Article 8 or (y) the Indemnifying Party will conduct elects not to defend against such claim or fails to vigorously defend such claim thereafter. Unless the Indemnified Party has assumed the defense of a claim, the Indemnifying Party shall have the authority on behalf of the Indemnified Party to settle any such Claim claim (with due regard the Indemnifying Party being responsible for all costs and expenses of such settlement); provided that the business interests prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) shall be required unless (1) such settlement releases the Indemnified Party from all liabilities and potential related liabilities of obligations with respect to such claim, (2) such settlement shall not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party, and (iii3) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it there is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving no admission by the claimant or plaintiff to the Indemnified Party of a release from all any liability in respect thereofor of any violation of Applicable Law. After notice to Each of the Indemnifying Party and the Indemnified Party of the Indemnifying Party’s election shall cooperate, and cause its Affiliates to assume cooperate, in the defense of such Claim, the Indemnifying Party shall any claim. No settlement of any claim may be liable to the Indemnified Party for such legal or other expenses subsequently incurred made by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying PartyParty (such consent not to be unreasonably withheld, delayed or conditioned).

Indemnification Procedures. The Any Indemnified Party seeking indemnification (individuallyshall be entitled, upon written notice to the “Indemnifying Party, to the timely appointment of counsel by the Indemnifying Party for the defense of any Claim, which counsel shall be subject to the approval of the Indemnified Party”). If, shall promptly notify in the other Party (the “Indemnifying Indemnified Party”) in writing ’s reasonable judgment, a material conflict of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which interest exists between the Indemnified Party seeks indemnityand the Indemnifying Party at any time during the defense of the Indemnified Party, the Indemnified Party shall permit may appoint independent counsel of its choice for the Indemnifying Party, at its option and expense, to assume the complete defense of the Indemnified Party as to such Claim. In addition, provided that regardless of whether the Indemnified Party has appointed counsel or selects independent counsel (ia) the Indemnified Party will shall have the right to participate in the defense of any Claim and approve any proposed settlement of such Claim at its own cost and expense, (ii) unless such settlement involves only the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, pays all amounts due in defense connection with or by reason of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not includeand, as an unconditional term part thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release is unconditionally released from all liability in respect thereof. After notice to of such Claim, in which case such approval shall not be required); and (b) all reasonable costs and expenses (including attorneys’ fees and costs) of the Indemnified Party of shall be paid by the Indemnifying Party. If the Indemnifying Party fails to timely pay such costs and expenses (including attorneys’ fees and costs), the Indemnified Party shall have the right, but not the obligation, to pay such amounts and be reimbursed by the Indemnifying Party for the same, together with interest thereon in accordance with Section 3.5 until paid in full. The Parties hereby acknowledge that it shall not be a defense to a demand for indemnity that less than all Claims asserted against the Indemnified Party are subject to indemnification. If a Claim is covered by the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseliability insurance, the Indemnified Party will afford shall not knowingly take or omit to take any action that would cause the Indemnifying Party an opportunity insurer not to participate defend such Claim or to disclaim liability in such defense at the Indemnifying Party’s own cost and expenserespect thereof. Nothing contained herein shall be construed to create a benefit for a third party except for Mortgagee, Lenders, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyfor other Indemnified Parties.

Indemnification Procedures. The Party seeking (a) If any third party asserts any claim against a party to this Agreement which would entitle the party to indemnification under this ARTICLE XII (individually, the “Indemnified Party”), it shall promptly notify give notice of such claim to the other Party party from whom it intends to seek indemnification (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which Indemnifying Party shall have the right to assume the defense and, subject to Section 12.3(b), settlement of such claim at its expense by representatives of its own choosing acceptable to the Indemnified Party seeks indemnity, (which acceptance shall not be unreasonably withheld). The failure of the Indemnified Party shall permit to notify the Indemnifying Party, at its option and expense, to assume the complete defense Party of such Claimclaim shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, provided except to the extent that (i) the defense is materially prejudiced by such failure. The Indemnified Party will shall have the right to participate in the defense of any such Claim claim at its own cost and expenseexpense (which expense shall not be deemed to be a Loss), (ii) in which case the Indemnifying Party will conduct shall cooperate in providing information to and consulting with the Indemnified Party about the claim. The Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party if it is advised by counsel that an actual or likely conflict of interest makes it advisable for the Indemnified Party to be represented by separate counsel and reasonable expenses and fees of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party fails or does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After claim within 15 days after written notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred claim has been given by the Indemnified Party in connection with the defense thereof at the request of to the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity may defend against or, subject to participate in Section 12.3(b), settle such defense claim with counsel of its own choosing at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of expense (to the same without extent reasonable under the consent circumstances) of the Indemnifying Party.

Indemnification Procedures. The Party seeking Whenever any claim shall arise for indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityhereunder, the Indemnified Party shall permit promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense thereof at of any claim, including: (i) making available records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the request defending party, management employees of the Indemnifying Partynon-defending party as may be reasonably necessary for the preparation of the defense of such claim. As to those Claims with respect to which the The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expenseprior written consent (which consent shall not be unreasonably withheld, and will not settle conditioned or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed).

Indemnification Procedures. The Party seeking If any third party Claim is commenced against a party entitled to indemnification under Section 10.01 or Section 10.02 (the "Indemnified Party"), notice thereof shall be given to the party that is obligated to provide the indemnification (individuallythe "Indemnifying Party") as soon as reasonably possible. If, after such notice, the “Indemnified Party”)Indemnifying Party acknowledges that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which delivered to the Indemnified Party seeks indemnity, to immediately take control of the defense and investigation of such Claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party shall permit to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate, at the Indemnifying Party's cost, in all reasonable respects with the Indemnifying Party and its option attorneys in the investigation, trial and expense, to assume the complete defense of such ClaimClaim and any appeal arising therefrom; provided, provided however, that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party. In any case, consent to the entry of any judgment or enter into any no settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall Claim may be liable to the Indemnified Party for such legal or other expenses subsequently incurred made by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party. If after investigation of the facts known at the time, the Indemnifying Party disputes its obligation to indemnify the Indemnified Party, (1) the parties shall cooperate to ensure that timely and adequate defense of the Claim is provided, (2) all costs shall initially be shared equally and (3) the parties shall submit the dispute to the dispute resolution procedure set forth in Article 13.

Indemnification Procedures. The If a Third-Party seeking Claim is made against any person entitled to indemnification pursuant to Section 6.02 (individually, the an “Indemnified Party”), and if such Indemnified Party intends to seek indemnity with respect thereto under Section 6.02, such Indemnified Party shall promptly notify in writing the other party obligated to indemnify such Indemnified Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis thereforclaim. Promptly after a Claim is made for which The failure by the Indemnified Party seeks indemnityto give notice as provided above shall not relieve the Indemnifying Party of its obligations under this Article VI, except to the Indemnified Party shall permit extent that the Indemnifying Party, at its option and expense, to assume the complete defense ’s rights are actually prejudiced as a result of such Claimfailure to give notice. Upon receipt of notice of the assertion of a claim, provided that (i) the Indemnified Indemnifying Party will shall have the right to participate in assume, reasonably and promptly, the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party claim at its own expense. The Indemnifying Indemnified Party will not, shall have the right to employ separate counsel and to participate in defense of (but not control) any such Claimaction, except with but the consent fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party does not reasonably promptly assume the defense, consent the Indemnified Party shall have the right to employ counsel and to control the entry defense against the claim, and the reasonable fees and expenses of any judgment or such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall not enter into any settlement which of a claim that includes any term other than just a payment of money, nor any settlement of a claim that does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the Indemnified Party of a full release from all liability with respect to the claim, in respect thereof. After notice to each case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). The Indemnified Party, if it shall control the defense of the claim, shall not enter into any settlement of a claim without the prior written consent of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party (which consent shall not be unreasonably withheld). The Indemnified Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseprovide all reasonable cooperation and assistance, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose in the defense of any of the same without the consent of the Indemnifying Partyclaim for which indemnification is available and shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested.

Indemnification Procedures. The Party seeking Whenever any claim shall arise for indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityhereunder, the Indemnified Party shall permit promptly but not later than three (3) months after discovery provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense thereof at of any claim, including: (i) making available (subject to the request provisions of Section 5.01) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the Indemnifying Party. As to those Claims with respect to which non-defending party as may be reasonably necessary for the Indemnifying Party does not elect to assume control preparation of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in defense of such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyclaim.

Indemnification Procedures. The Party seeking In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (individually, the “"Indemnified Party”"), notice shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which be given by the Indemnified Party seeks indemnityto the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party, at its option and expense, ) to assume the complete defense of such Claimany Litigation resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such Litigation shall be reasonably satisfactory to the Indemnified Party will have and (ii) the right to Indemnified Party may participate in such defense at such Indemnified Party's expense. Except with the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld, no Indemnifying Party, in the defense of any such Claim at its own cost and expenseLitigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which that (i) does not include, as an provide for the unconditional term thereof, the giving by the claimant or plaintiff to release of the Indemnified Party of a release from all liability in respect thereof. After notice to or (ii) provides that the Indemnified Party is subject to any contractual obligations following such settlement. The Indemnifying Party and the Indemnified Party shall cooperate in the defense of any Litigation subject to this Section 10.1 and the records of each shall be available to the other with respect to such defense and the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the 's defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The Party seeking indemnification A Fund E Indemnitee or Partnership Indemnitee, as the case may be (individuallyfor purposes of this Section 9.4, the an “Indemnified Party”), shall promptly notify give the other Party indemnifying party under Section 9.1 or Section 9.2, as applicable (the for purposes of this Section 9.4, an “Indemnifying Party”) in writing ), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the ClaimLoss, if known, and method of computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its obligations under this Article 9 except to the extent the Indemnifying Party is prejudiced by such failure. Such Claim for In connection with any claim giving rise to indemnity shall indicate the nature hereunder resulting from or arising out of the Claim and the basis therefor. Promptly after any Action by a Claim Person who is made for which the Indemnified Party seeks indemnitynot a party to this Agreement, the Indemnified Party shall permit the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) . If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in connection accordance with the such defense thereof at the request of and settlement shall relieve the Indemnifying Party. As to those Claims Party of its indemnification obligations herein provided with respect to which the any damages resulting therefrom. The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will prior written consent (which consent shall not settle be unreasonably withheld or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed).

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this paragraph, the party seeking indemnification (individually, the “Indemnified Party”), shall ) will promptly notify cause notice thereof to be delivered to the other Party party from whom is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonable withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party claim or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Partylitigation, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, without the giving by the claimant or plaintiff to written consent of the Indemnified Party (which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of a release from any judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonable withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all liability pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense as required in respect thereof. After notice to this Section, then the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in may conduct such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying PartyParty and the approval of the Indemnifying Party will not be required for any settlement or consent or entry of judgment. 11.

Indemnification Procedures. The If any claim is commenced against a Party seeking entitled to indemnification under Section 22.01 or Section 22.02 (individually, the “Indemnified Party”), prompt notice thereof shall promptly notify be given by the Indemnified Party to the other Contracting Party (the “Indemnifying Party”) in writing of ). At the Claim. Such Claim for indemnity shall indicate Indemnifying Party’s cost and expense (including the nature of the Claim costs and the basis therefor. Promptly after a Claim is made for which expenses incurred by the Indemnified Party seeks indemnity, to cooperate with the Indemnifying Party): (1) the Indemnifying Party shall immediately take control of the defense of such claim and shall engage attorneys acceptable to the Indemnified Party to defend such claim; and (2) the Indemnified Party shall permit cooperate with the Indemnifying Party, at Party (and its option and expense, to assume the complete defense of such Claim, provided that (iattorneys) the Indemnified Party will have the right to participate in the defense of any such Claim claim. The Indemnified Party may, at its own cost and expense, participate (iithrough its attorneys or otherwise) in such defense. With respect to Indemnifying Party’s obligation under Section 22.01(1) and Section 22.02(1), the Indemnifying Party will conduct may, in each case, without increasing the defense Fees or any Customer costs or expenses: (a) secure the right to continue using the infringing item in a manner consistent with the terms and conditions of any this Agreement; or (b) replace or modify such Claim item to make it non-infringing, without adversely affecting Supplier’s ability to provide the Services in accordance with due regard for this Agreement. No settlement of a claim that involves a remedy other than the business interests and potential related liabilities payment of the Indemnified Party, and (iii) money by the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to . If the entry of any judgment or enter into any settlement which Indemnifying Party does not includeassume control over the defense of a claim as provided in this Section, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability may defend the claim in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimmanner as it may deem appropriate, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request cost and expense of the Indemnifying Party. As – Broadridge Confidential; IBM Confidential – Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.17 C.F.R. 200.83

Indemnification Procedures. The Party seeking indemnification Promptly after receipt by an indemnified party of a notice of any third party claim or the commencement of any action, such indemnified party must (individually, the “Indemnified Party”), shall promptly a) notify the other Party (the “Indemnifying Party”) indemnifying party in writing of any such claim; (b) provide the Claim. Such Claim for indemnity shall indicate indemnifying party with reasonable assistance to settle or defend such claim at the nature indemnifying party’s own expense; and (c) grant to the indemnifying party the right to control the defense and/or settlement of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Partysuch claim, at its option and the indemnifying party’s own expense; provided, to assume the complete defense of such Claimhowever, provided that (i) the Indemnified Party failure to so notify, provide assistance or grant authority and control will have only relieve the right indemnifying party of its obligation to participate in the defense of any such Claim at its own cost and expense, indemnified party to the extent that the indemnifying party is prejudiced thereby; (ii) the Indemnifying Party indemnifying party will conduct not, without the defense indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (x) makes any admission on behalf of the indemnified party; or (y) consents to an injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, infringing intellectual property); and (iii) the Indemnifying Party indemnified party will not agree have the right, at its expense, to participate in any settlement that would admit liability on the part legal proceeding to contest and defend a claim and to be represented by legal counsel of the Indemnified Party or involve relief other than payment of moneyits choosing, but will have no right to settle a claim without the approval of the Indemnified Partyindemnifying party’s written consent, such consent not to be unreasonably withheld; withheld or delayed, and provided, further, that if it is reasonably likely that (iv) in the Parties may have conflicting interests or if it is otherwise event the indemnifying party elects not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the control granted pursuant to clause (c) above, the indemnified party will have the right, notwithstanding anything in the preceding clause (iii) to the contrary, to control the defense and/or settlement of such Claimclaim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Partyindemnifying party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The Party seeking (a) Except as otherwise provided in Article X hereof with respect to Taxes, with respect to third-party claims, all claims for indemnification by any party entitled to indemnification pursuant to Section 10.2 or 10.3 hereof or Article XI hereof (individually, the “an "Indemnified Party”)") shall be asserted and resolved as set forth in this Section 10.4. In the event that any written claim or demand for which Purchaser or Seller would be liable (as the case may be, shall promptly notify the other Party (the “an "Indemnifying Party”") in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the to any Indemnified Party seeks indemnityis asserted against or sought to be collected from such Indemnified Party by a third party, the such Indemnified Party shall permit the Indemnifying Partypromptly, at but in no event more than 15 days following its option and expense, to assume the complete defense receipt of such Claimclaim or demand, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) notify the Indemnifying Party will conduct of such claim or demand and the defense of any such Claim with due regard for amount or the business interests and potential related liabilities estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the Indemnified Party, and final amount of such claim or demand) (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense"Claim Notice"). The Indemnifying Party will not, in defense of any such Claim, except with shall have 20 days from the consent personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party, consent to Party (a) whether or not the entry Indemnifying Party disputes the liability of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in hereunder with respect thereof. After notice to such claim or demand and (b) whether or not it desires to defend the Indemnified Party of against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party’s election . Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to assume the defense of defend such Claimparty against such claim or demand, the Indemnifying Party shall be liable have the right to defend such claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity desires to participate in any such defense defense, it may do so at the Indemnifying Party’s own its sole cost and expense, and will . The Indemnified Party shall not settle a claim or otherwise dispose of any of the same demand without the consent of the Indemnifying Party., which shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving such party timely notice as provided above or otherwise, then the amount of any such claim or demand or, if the same be contested by such party, then that portion thereof as to which such defense is unsuccessful

Indemnification Procedures. The Party In case any claim or litigation which might give rise to any indemnification obligation (an "Asserted Liability") of a party under this Article V (each an "Indemnifying Party") shall come to the attention of the party seeking indemnification hereunder (individuallythe "Indemnified Party"), the “Indemnified Party”), Party shall promptly notify the other Indemnifying Party (in the “Indemnifying Party”case of a claim for indemnification pursuant to Section 5.1(a), by notice to the Stockholder Representative) in writing of the Claim. Such Claim for indemnity shall indicate the existence, nature and amount of the Claim and the basis therefor. Promptly after a Claim is made potential Loss for which indemnification may be sought. Failure to give such notice shall not prejudice the rights of the Indemnified Party, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. With respect to claims or litigation concerning third parties, the Indemnifying Party may defend against an Asserted Liability on behalf of the Indemnified Party seeks indemnity, utilizing counsel reasonably acceptable to the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that unless (i) the Indemnified Party will have the right reasonably objects to participate in such assumption of the defense on the ground that counsel for such Indemnifying Party cannot represent both the Indemnified Party and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of any interest or because there may be defenses available to the Indemnified Party that are not available to such Claim at its own cost and expense, Indemnifying Party or (ii) the Indemnifying action or proceeding seeks injunctive or other equitable relief against the Indemnified Party will conduct the defense of any such Claim that would materially affect, restrain or interfere with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) . If the Indemnifying Party will defends an Asserted Liability, it shall do so at its own expense and shall not agree be responsible for the costs of defense, investigative costs, attorney's fees or other expenses incurred to any settlement that would admit liability on defend the part Asserted Liability (collectively, "Defense Costs") of the Indemnified Party or involve relief other than payment of money(which may continue to defend, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense). If the Indemnified Party assumes or maintains the defense of an Asserted Liability by reason of clause (i) or (ii) above, or because the Indemnifying Party has not elected to assume the defense, then such Indemnifying Party shall indemnify the Indemnified Party for its reasonable Defense Costs. The Indemnifying Party will not, in defense of may settle any such Claim, except Asserted Liability only with the consent of the Indemnified Party, which consent to shall not be unreasonably withheld. If the entry Indemnifying Party assumes or maintains the defense of any judgment or enter into any settlement which does not includean Asserted Liability as set forth above, as an unconditional term thereof, the giving by the claimant or plaintiff to then the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of may settle such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection Asserted Liability only with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Indemnification Procedures. The Party seeking Whenever any claim shall arise for indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityhereunder, the Indemnified Party shall permit promptly provide written notice of such claim to the Indemnifying Party (the “Claim Notice”); provided, that no delay in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any of its obligations under this Article VI except to the extent that such delay results in a loss or impairment of procedural or substantive rights with respect to the defense of the claim. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to shall assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense; provided, (ii) however, that if both the Indemnifying Party will conduct and Indemnified Party are parties to the Action, and if any conflict of interest (including, but not limited to, crossclaims between them) arises between them or different defenses become available to them, the cost of such separate counsel (but not more than one separate law firm) for the Indemnified Party shall be borne by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such Action within twenty (20) days after the Claim with due regard for Notice or such earlier time as may be required to file an answer or other response in the business interests and potential related liabilities Action so as to avoid a default or loss of the Indemnified Partyany material procedural or substantive rights, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of moneymay, without the approval of the Indemnified Partybut shall not be obligated to, not to be unreasonably withheld; and provideddefend against such Action, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for at the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of any such Claim, except with it to the consent of the Indemnified Indemnifying Party, consent to the entry of any judgment or enter into any settlement which does not include, on such terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in connection accordance with the such defense thereof at the request of and settlement shall relieve the Indemnifying Party. As to those Claims Party of its indemnification obligations herein provided with respect to which the any damages resulting therefrom. The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will prior written consent (which consent shall not settle be unreasonably withheld or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed).

Indemnification Procedures. The (a) If a Methode Indemnitee or Stratos Indemnitee (collectively, an "Indemnitee") receives notice of the assertion of any Third-Party seeking indemnification Claim with respect to which a Stratos Indemnifying Party or Methode Indemnifying Party, respectively (individuallycollectively, an "Indemnifying Party") is, or is likely to be, obligated under this Agreement to provide indemnification, such Indemnitee shall promptly give such Indemnifying Party notice thereof (together with a copy of such Third-Party Claim, process or other legal pleading) promptly after becoming aware of such Third-Party Claim; PROVIDED, HOWEVER, that the failure of any Indemnitee to give notice as provided in this Section 5.2 shall not relieve any Indemnifying Party of its obligations under this Section 5.2, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail. Business Days described above; or (iii) elects to defend a Third Party Claim but, in the reasonable judgment of the Indemnitee, fails to timely, properly and adequately defend such claim, the “Indemnified Party”)Indemnitee may defend, shall promptly notify the other compromise, and settle such Third-Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and shall be entitled to indemnification hereunder (to the basis therefor. Promptly after a Claim is made for which extent permitted hereunder); PROVIDED, HOWEVER, that no such Indemnitee may compromise or settle any such Third-Party claim without the Indemnified Party seeks indemnity, the Indemnified Party shall permit prior written consent of the Indemnifying Party, at its option and expensewhich consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, to assume the complete defense Indemnifying Party shall not, without the prior written consent of such Claimthe Indemnitee, provided that (i) the Indemnified settle or compromise any Third-Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving dismissal without prejudice of such Third Party Claim or delivery by the claimant or plaintiff to the Indemnified Party Indemnitee of a written release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such ClaimThird-Party Claim or (ii) settle or compromise any Third-Party Claim in any manner that would be reasonably likely to have a material adverse effect on the Indemnitee. Notwithstanding the above, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which any Third-Party Claim or other claim that relates to Taxes, the Indemnifying Party does not elect to assume control relevant provisions of the defenseTax Sharing Agreement, rather than this Section 5.2, shall govern the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost rights and expense, and will not settle or otherwise dispose of any obligations of the same without the consent of the Indemnifying Partyparties regarding procedures for indemnification.

Indemnification Procedures. The Party seeking indemnification In the case of any claim by a Purchaser Indemnitee or a Seller Indemnitee (individuallyany of which, the an “Indemnified Party”)) for indemnification under this Article 7, notice shall promptly notify be given by the other Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly promptly after a Claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party, at its option and expense, ) to assume the complete defense of such Claim, any claim or any litigation resulting therefrom; provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party will have may participate in such defense at such Indemnified Party’s expense, and (iii) the right failure by any Indemnified Party to participate give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include, include as an unconditional term thereof, thereof the giving by the each claimant or plaintiff to the such Indemnified Party of a release from all liability in with respect thereofto such claim or litigation. After notice to In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s tax liability or the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to provided that if the Indemnified Party for such legal or other expenses subsequently incurred by does so take over and assume control, the Indemnified Party in connection with shall not settle such claim or litigation without the defense thereof at the request written consent of the Indemnifying Party, such consent not to be unreasonably withheld. As to those Claims with respect to which In the event that the Indemnifying Party does not elect to assume control accept the defense of the defenseany matter as above provided, the Indemnified Party will afford shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party an opportunity and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to participate in such defense at the Indemnifying Party’s own cost this Section 6.3, including tax audits and expenseclaims, and will not settle or otherwise dispose the records of any of each shall be available to the same without the consent of the Indemnifying Partyother with respect to such defense.

Indemnification Procedures. The Party seeking indemnification (individually, the “Indemnified Party”), ) shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The If any third party claim is commenced against a Party seeking entitled to indemnification under this Agreement (the "INDEMNIFIED PARTY"), notice thereof shall be given to the Party that is obligated to provide indemnification (individuallythe "INDEMNIFYING PARTY") as promptly as practicable. If, after such notice, the “Indemnifying Party acknowledges that this Section applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party”), shall promptly notify but in no event less than [***]* prior to the other Party (the “Indemnifying Party”) in writing date on which a response to such claim is due, to immediately * Confidential information has been omitted. take control of the Claim. Such Claim for indemnity shall indicate the nature defense and investigation of the Claim such claim and the basis therefor. Promptly after a Claim is made for which to employ and engage attorneys reasonably acceptable to the Indemnified Party seeks indemnityto handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall permit cooperate, at the cost of the Indemnifying Party, at in all reasonable respects with the Indemnifying Party and its option attorneys in the investigation, trial and expense, to assume the complete defense of such Claimclaim and any appeal arising therefrom; provided, provided however, that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim pursuant to this Section that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claimclaim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat claim. As to those Claims with respect to which If the Indemnifying Party does not elect assume full control over the defense of a claim subject to assume control of the defensesuch defense as provided in this Section, the Indemnified Party will afford the Indemnifying Party an opportunity to may participate in such defense defense, at the Indemnifying Party’s own its sole cost and expense, and will not settle or otherwise dispose of any of the same without Indemnified Party shall have the consent right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

Indemnification Procedures. The Party seeking indemnification Except as set forth in Section 8.4(a), the person claiming indemnity under this Article 9 (individually, the “Indemnified Party”), ) shall promptly notify give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of any claim, provided, that the failure to provide such notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent it is materially prejudiced thereby. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in writing connection with the defense of the Claimclaim for which indemnity is being sought. Such Claim for indemnity The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall indicate have the nature right to assume and conduct the defense of the Claim and claim with counsel of its choice. The Indemnifying Party shall not settle a claim in any manner that would require payment by the basis therefor. Promptly after a Claim is made for which Indemnified Party, or would materially adversely affect the rights granted to the Indemnified Party seeks indemnityhereunder, or would materially conflict with the terms of this Agreement, or adversely affect such Party or its products, without first obtaining the indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. So long as the Indemnifying Party is actively defending the claim in good faith, the Indemnified Party shall permit not settle or compromise any such claim without the prior written consent of the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, consent not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests conditioned or if it is otherwise not advisable under applicable legal and ethical requirements for delayed. If the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in does not assume and conduct the defense of any such Claimthe claim as provided above, except with the consent of (a) the Indemnified PartyParty may defend against, consent to the entry of any judgment judgment, or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff with respect to such claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall be liable remain responsible to indemnify the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party as provided in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partythis Article 9.

Indemnification Procedures. The If any claim is commenced against a Party seeking entitled to indemnification under Section 22.01 or Section 22.02 (individually, the “"Indemnified Party”"), prompt notice thereof shall promptly notify be given by the Indemnified Party to the other Contracting Party (the “"Indemnifying Party”) in writing of "). At the Claim. Such Claim for indemnity shall indicate Indemnifying Party's cost and expense (including the nature of the Claim costs and the basis therefor. Promptly after a Claim is made for which expenses incurred by the Indemnified Party seeks indemnity, to cooperate with the Indemnifying Party): (1) the Indemnifying Party shall immediately take control of the defense of such claim and shall engage attorneys acceptable to the Indemnified Party to defend such claim; and (2) the Indemnified Party shall permit cooperate with the Indemnifying Party, at Party (and its option and expense, to assume the complete defense of such Claim, provided that (iattorneys) the Indemnified Party will have the right to participate in the defense of any such Claim claim. The Indemnified Party may, at its own cost and expense, participate (iithrough its attorneys or otherwise) in such defense. With respect to the Indemnifying Party's obligation under Section 22.01(1) and Section 22.02(1), the Indemnifying Party will conduct may, in each case, without increasing the defense Fees or any Customer costs or expenses: (a) secure the right to continue using the infringing item in a manner consistent with the terms and conditions of any this Agreement; or (b) replace or modify such Claim item to make it non-infringing, without adversely affecting Supplier's ability to provide the Services in accordance with due regard for this Agreement. No settlement of a claim that involves a remedy other than the business interests and potential related liabilities payment of the Indemnified Party, and (iii) money by the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which If the Indemnifying Party does not elect to assume control over the defense of the defensea claim as provided in this Section, the Indemnified Party will afford may defend the Indemnifying Party an opportunity to participate claim in such defense manner as it may deem appropriate, at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

Indemnification Procedures. The Party seeking indemnification claiming indemnity under this Article 11 (individually, the “Indemnified Party”), ) shall promptly notify give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) in writing promptly after learning of the such Claim. Such Claim for indemnity The Indemnified Party shall indicate provide the nature Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim and the basis therefor. Promptly after a Claim is made for which the indemnity is being sought. The Indemnified Party seeks indemnitymay participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnified Indemnifying Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost assume and expense, (ii) the Indemnifying Party will conduct the defense of any such the Claim with due regard for the business interests and potential related liabilities counsel of the Indemnified Party, and (iii) the its choice. The Indemnifying Party will shall not agree to settle any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, Claim without the approval prior written consent of the Indemnified Party, not to be unreasonably withheld; and provided, furtherunless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, that if it is reasonably likely that the Parties may have conflicting interests Indemnified Party shall not settle or if it is otherwise not advisable under applicable legal and ethical requirements for compromise any such Claim without the prior written consent of the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The If the Indemnifying Party will not, in does not assume and conduct the defense of any such Claimthe Claim as provided above, except with the consent of (a) the Indemnified PartyParty may defend against, consent to the entry of any judgment judgment, or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff with respect to such Claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall be liable remain responsible to indemnify the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party as provided in connection with the defense thereof at the request of the Indemnifying Partythis Article 11. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying PartyTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Indemnification Procedures. The Party seeking Promptly after acquiring knowledge of any Claim against which a party entitled to indemnification hereunder (individually, the “"Indemnified Party”), shall promptly notify ") may seek indemnification against the other Party party (the “"Indemnifying Party”") in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnitypursuant to this Article Eight, the Indemnified Party shall permit give written notice thereof to the Indemnifying Party; provided, at its option however, that failure to provide such notice will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party under this Agreement unless and expenseto the extent the Indemnifying Party is prejudiced as a result of such failure (and in such event, the Indemnifying Party shall be relieved of liability only to the extent of such prejudice). To the extent that the Claim consists of or relates to a claim, suit or action by a third party (including an Authority)(a "Third Party Action"), so long. as the Indemnifying Party is actively and diligently conducting itself in accordance with these provisions the Indemnifying Party shall be entitled to assume control of the complete defense of the Third Party Action with counsel and experts reasonably satisfactory to such ClaimIndemnified Party; provided however, provided that (ix) the Indemnified Party will have the right shall at its own expense be entitled to participate in the defense of any such Claim at its own cost Third Party Action and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests to employ separate counsel and potential related liabilities of the Indemnified Party, experts and (iiiy) without the Indemnifying Party will not agree to any settlement that would admit liability on the part written consent of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, (which shall not to be unreasonably withheld; and provided), further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel Party shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, not consent to the entry of any judgment or enter into any settlement which that (a) does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the each Indemnified Party of a release from all liability in respect thereofof such Third Party Action or (b) involves injunctive relief. After written notice by the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s its election to assume control of the defense of any such ClaimThird Party Action, the Indemnifying Party shall not be liable to the such Indemnified Party hereunder for such any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partythereof.

Indemnification Procedures. The If any third-party claim is commenced against a Party seeking entitled to indemnification under Section 11.1 or Section 11.2 (individually, the “Indemnified Party”), shall promptly notify notice thereof will be given to the other Party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable. If, after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party will be entitled, if it so elects, by notice promptly delivered to the Indemnified Party, but in writing no event less than ten (10) days before the date on which a response to such claim is due, to immediately take control of the Claimdefense and settlement of such claim and to engage attorneys with appropriate expertise to handle and defend the same, at the Indemnifying Party’s sole cost and expense. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the The Indemnified Party seeks indemnitywill cooperate, at the Indemnified Party shall permit cost of the Indemnifying Party, at in all reasonable respects with the Indemnifying Party and its option attorneys in the investigation and expense, to assume the complete defense of such Claim, claim and any appeal arising therefrom; provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, be entered into without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claimclaim, the Indemnifying Party shall will not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat claim. As to those Claims with respect to which If the Indemnifying Party does not elect to assume full control of the defensedefense of a claim required to be defended under this Article 11 (Indemnities), the Indemnified Party will afford may defend the Indemnifying Party an opportunity to participate claim in such defense manner as it may deem appropriate at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The Party seeking indemnification If any suit, action, proceeding (individuallyincluding any governmental or regulatory investigation), claim, or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to Section 5.1 or 5.2, such Person (the “Indemnified Party”), shall promptly notify the other Party Person against whom such indemnity may be sought (the “Indemnifying Party”) ), in writing (to the extent legally advisable) of the Claim. Such Claim for indemnity shall indicate commencement thereof (but the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified failure to so notify an Indemnifying Party shall permit not relieve it from any Liability which it may have under this Article V, except to the extent the Indemnifying Party is materially prejudiced by the failure to give notice), and the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in such proceeding and shall assume the defense of such proceeding and pay the fees and expenses actually incurred by such counsel related to such proceeding. Notwithstanding the foregoing, in any such proceeding, any Indemnified Party may retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (iiia) the Indemnifying Party will not agree to any settlement that would admit liability on the part of and the Indemnified Party or involve relief other than payment shall have mutually agreed in writing to the contrary, (b) the Indemnifying Party failed within a reasonable time after notice of money, without commencement of the approval of action to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party, (c) the Indemnifying Party and its counsel do not pursue in a reasonable manner the defense of such action, or (d) the named parties to be unreasonably withheld; any such action (including any impleaded parties) include both such Indemnified Party and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s , or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been reasonably advised by counsel that, either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or such Affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such Affiliate of the Indemnifying Party, in which event the Indemnifying Party may not assume or direct the defense counsel of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to represent both any local counsel) for all such Indemnified Parties, separate independent counsel which firm shall be retained designated in writing by those Indemnified Parties who sold a majority of the Registrable Shares sold by all such Indemnified Parties under the particular Registration Statement and any such separate firm for each Party at its own expense. PEG Inc., the directors, the officers and such control Persons of PEG Inc. as shall be designated in writing by PEG Inc. The Indemnifying Party will not, in defense shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if settled with such Claimconsent or if there be a final judgment for the plaintiff, except with the Indemnifying Party agrees to indemnify any Indemnified Party from and against any Liability by reason of such settlement or judgment to the extent provided in this Article V without reference to this sentence. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to the entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement which does not include, as includes an unconditional term thereof, the giving by the claimant or plaintiff to the release of such Indemnified Party of a release from all liability in respect thereof. After notice to Liability on claims that are the Indemnified Party of the Indemnifying Party’s election to assume the defense subject matter of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyproceeding.

Indemnification Procedures. The Party seeking In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (individually, the “"Indemnified Party”"), notice shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which be given by the Indemnified Party seeks indemnityto the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit (at the expense of such Indemnifying Party, at its option and expense, to ) assume the complete defense of such Claimany claim or any litigation resulting therefrom, provided that provided, that, (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party will have may participate in such defense at such Indemnified Party's expense, and (iii) the right omission by any Indemnified Party to participate give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include, include as an unconditional term thereof, thereof the giving by the each claimant or plaintiff to the such Indemnified Party of a release from all liability in with respect thereofto such claim or litigation. After notice to In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or its ability to conduct its businesses, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party’s election , provided, that, if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to assume be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of such Claimany matter as above provided, the Indemnifying Party shall be liable to the Indemnified Party for shall have the full right to defend against any such legal claim or other expenses subsequently incurred by the Indemnified Party demand and shall be entitled to settle or agree to pay in connection with the defense thereof full such claim or demand, at the request sole expense of the Indemnifying Party. As In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to those Claims this Article X and the records of each shall be available to the other with respect to which the Indemnifying Party does not elect to assume control of the such defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The Party seeking If any third party claim is commenced against a person or entity entitled to indemnification under this Article 20 (individually, the “Indemnified Party”), notice thereof shall promptly notify be given to the other Party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable. If, after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party may elect, in writing a notice promptly delivered to the Indemnified Party, but in no event less than 15 days prior to the date on which a response to such claim is due, to immediately take control of the Claim. Such Claim for indemnity shall indicate the nature defense and investigation of the Claim such claim and the basis therefor. Promptly after a Claim is made for which to employ and engage attorneys reasonably acceptable to the Indemnified Party seeks indemnityto handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall permit cooperate, at the cost of the Indemnifying Party, at in all reasonable respects with the Indemnifying Party and its option attorneys in the investigation, trial and expense, to assume the complete defense of such Claimclaim and any appeal arising therefrom; provided, provided however, that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claimclaim, the Indemnifying Party shall not be liable to the Indemnified Party for such any legal or other expenses subsequently incurred thereafter by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat claim. As to those Claims with respect to which If the Indemnifying Party does not elect to assume full control over the defense of the defensea claim as provided in this Section, the Indemnified Party will afford the Indemnifying Party an opportunity to may participate in such defense defense, at the Indemnifying Party’s own its sole cost and expense, and will not settle or otherwise dispose of any of the same without Indemnified Party shall have the consent right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

Indemnification Procedures. The Party seeking indemnification (individually, In the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing event of the Claim. Such Claim for indemnity shall indicate the nature assertion or commencement by any Person of the Claim and the basis therefor. Promptly after a Claim is made for any claim or legal proceeding (whether against Buyer or against any other Person) with respect to which the any Indemnified Party seeks indemnitymay be entitled to indemnification pursuant to this Article IX, the Indemnified Party shall permit have the right, at its election, to proceed with the defense (including settlement or compromise) of such claim or legal proceeding on its own; provided, however, that if the Indemnified Party settles or compromises any such claim or legal proceeding without the consent of the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities settlement or compromise shall not be conclusive evidence of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part amount of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently Damages incurred by the Indemnified Party in connection with such claim or legal proceeding (it being understood that if the defense thereof at Indemnified Party requests that the request Indemnifying Party consent to a settlement or compromise, the Indemnifying Party shall act reasonably in determining whether to provide such consent). The Indemnified Party shall give the Indemnifying Party prompt notice after it becomes aware of the commencement of any such claim or legal proceeding against the Indemnified Party; provided, however, any failure on the part of Indemnified Party to so notify the Indemnifying Party shall not limit any of the obligations of the Indemnifying Party (or the Sellers), or any of the rights of any Indemnified Party, under this Article IX (except to the extent such failure materially adversely prejudices the defense of such claim or legal proceeding). As to those Claims with respect to which If the Indemnifying Indemnified Party does not elect to assume control proceed with the defense (including settlement or compromise) of any such claim or legal proceeding, the defenseIndemnifying Party may proceed with the defense of such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party may not settle or compromise any such claim or legal proceeding without the prior written consent of the Indemnified Party will afford (which consent may not be unreasonably withheld). No Buyer Indemnified Party (other than Buyer or any successor thereto or assign thereof) and no Seller Indemnified Party (other than the Indemnifying Seller Representative or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless, in the case of the Buyer Indemnified Parties, Buyer (or any successor thereto or assign thereof) or, in the case of the Seller Indemnified Parties, the Seller Representative (or successor thereto or assign thereof), shall have consented to the assertion of such indemnification claim or the exercise of such other remedy. Nothing herein shall be deemed to prevent the Indemnified Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expensefrom making a claim, and will not settle an Indemnified Party may make a claim hereunder, for potential or otherwise dispose contingent claims or demands; provided that the notice of such claim sets forth the specific basis for any of such potential or contingent claim or demand to the same without extent then reasonably feasible and the consent of the Indemnifying PartyIndemnified Party has reasonable grounds to believe that such a claim or demand may be made.

Indemnification Procedures. The Party seeking indemnification Promptly after receipt of any written claim or notice of any action giving rise to a claim for indemnification, (individually, a) the “Indemnified Party”), indemnified party shall promptly notify the other Party (the “Indemnifying Party”) in writing party and provide copies of the Claim. Such Claim for indemnity claim and any documents relating to the same in its possession; and (b) the indemnifying party shall indicate the nature have control of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of any such Claimclaim and all negotiations for settlement or compromise provided, provided however, that (i) the Indemnified Party will indemnified party shall have the right to approve defense counsel selected by the indemnifying party, such consent not to be unreasonably withheld or delayed. In the event both the indemnified party and the indemnifying party are named in the claim and circumstances exist or may arise which would make the indemnifying party and the indemnified party adverse to each other or create a conflict of interest for the indemnifying party defending the indemnified party, the indemnified party shall be permitted to participate in the defense of any such Claim the claim with counsel of its own choosing at the reasonable cost and expense of the indemnifying party; and (c) at the indemnifying party's reasonable request and expense, the indemnified party shall provide it with reasonable assistance for the defense of the claim. The indemnified party shall be entitled to employ counsel at its own cost and expense, (ii) expense to monitor the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities handling of the Indemnified Partyclaim and neither party shall settle a claim that imposes on, and (iii) or restricts the Indemnifying Party will not agree operations of, the other party or requires the other party to any settlement that would admit liability on the part of the Indemnified Party pay monies or involve relief other than payment of money, make admissions without the approval written consent of the Indemnified Partysuch other party, which consent shall not to be unreasonably withheld; and provided, further, that if it is reasonably likely that withheld or delayed. If the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election indemnifying party fails to assume the defense of such Claimany claim within the prescribed period of time, then the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with indemnified party may assume the defense thereof of such claim at the request reasonable cost and expense of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyindemnifying party.

Indemnification Procedures. The a) Written notice shall be given to the Party seeking that is obligated to provide indemnification under Sections 13.1 and 13.2 (individuallythe "Indemnifying Party"), if any civil, criminal, administrative or investigative action or proceeding is commenced or threatened (any of the “above being a "Claim") against any Indemnified Party”). Such notice shall be given as promptly as practicable but in all events, shall promptly notify within a period that will not prejudice the other rights of the Indemnified Party (the “Indemnifying Party”) in writing of under this Agreement or to defend the Claim. Such After such notice, if the Indemnifying Party acknowledges in writing to the Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled to take control of the defense and investigation of such Claim for indemnity shall indicate and to employ and engage attorneys of its sole choice to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnifying Party must deliver written notice of its election of taking such control of the claim to the Indemnified Party not fewer than ten (10) days prior to the date on which a response to such Claim is due or such lesser period as is reasonable given the nature of the Claim and the basis therefornotice and response time permitted by law or the facts and circumstances. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the The Indemnified Party shall permit cooperate in all reasonable respects with the Indemnifying PartyParty and its attorneys in the investigation, at its option trial, defense and expense, to assume the complete defense settlement of such Claim, provided that (i) the Claim and any appeal arising therefrom. The Indemnified Party will have the right to may participate in the such investigation, trial, defense and settlement of any such Claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense, (ii) . No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, which consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partybe unreasonably withheld.

Indemnification Procedures. The Party seeking Whenever any claim shall arise for indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityhereunder, the Indemnified Party shall permit promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense thereof at of any claim, including: (i) making available (subject to the request provisions of Section 5.03) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the Indemnifying Partynon-defending party as may be reasonably necessary for the preparation of the defense of such claim. As to those Claims with respect to which the The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expenseprior written consent (which consent shall not be unreasonably withheld, and will not settle conditioned or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed).

Indemnification Procedures. The A Party seeking indemnification under this Section 9 for itself or any of its Affiliates or any of its or their respective officers, directors, members, managers, employees, agents and representatives (individuallycollectively in this capacity, the “Indemnified Party”), ) shall promptly notify the other Party from whom indemnification is sought (in this capacity, the “Indemnifying PartyIndemnitor”) of any Liability in writing respect of which such Indemnified Party intends to claim indemnification; provided, however, that the Claim. Such Claim for indemnity failure to so notify the Indemnitor shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which not affect the Indemnified Party seeks indemnityParty’s rights to indemnification hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. With respect to any Liabilities that relate to a third party claim, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, Indemnitor to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in control the defense of any such Claim Liabilities; provided, however, if the Indemnified Party reasonably determines that the joint representation of the Indemnified Party and the Indemnitor by a single counsel would result in a conflict of interest arising out of the joint representation by counsel selected by the Indemnitor of the interests of the Indemnitor and the Indemnified Party, the Indemnitor shall be entitled to engage separate counsel to represent the Indemnified Party (at its own the Indemnitor’s sole cost and expense) and, (ii) if the Indemnifying Party will conduct Indemnitor fails to do so, the Indemnitor shall not be entitled to assume the Indemnified Party’s defense of such Liability. If the Indemnitor assumes the defense of any such Claim Liability, the Indemnitor shall consult with due regard the Indemnified Party for the business interests and potential related liabilities purpose of allowing the Indemnified PartyParty to participate in such defense, and (iii) but in such case the Indemnifying Party will not agree to any settlement that would admit liability on the part legal expenses of the Indemnified Party or involve relief other than payment incurred as a result of money, without the approval of such participation shall be paid by the Indemnified Party, not . With respect to be unreasonably withheld; and provided, further, that if it is reasonably likely that any Proceeding for which the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for Indemnitor has assumed the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the an Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, Indemnitor shall promptly inform the giving by the claimant or plaintiff to the applicable Indemnified Party of a release from all liability in respect thereof. After notice to the material developments related thereto, including copying such Indemnified Party of on all pleadings, filings and other correspondence relating thereto. If the Indemnifying Party’s election Indemnitor fails to assume the defense of and defend a Liability or if, after commencing or undertaking any such Claimdefense, the Indemnifying Party shall be liable Indemnitor fails to the Indemnified Party for prosecute such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseLiability, the Indemnified Party will afford shall have the Indemnifying right to undertake the defense or settlement thereof. With respect to any Liabilities that relate to a third party claim, the Indemnified Party an opportunity shall have the right to participate settle such Liabilities, provided the Indemnified Party consents in writing to such defense at the Indemnifying Party’s own cost and expensesettlement, and will which consent shall not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partybe unreasonably withheld.

Indemnification Procedures. The Party seeking indemnification obligation to indemnify pursuant to Section 11.1 or Section 11.2 shall be contingent upon: timely notification by the Sutro Indemnitees or Vaxcyte Indemnitees, as applicable (individually, the “Indemnified PartyParties”)) to the Party obligated to Indemnifying Party of any claims, suits or service of process (provided that the Indemnifying Party shall promptly not be absolved of its indemnification obligation under Section 11.1 or Section 11.2 other than to the extent such delay or failure to notify the other Indemnifying Party materially prejudices the Indemnifying Party’s ability to defend against such Claim); the tender by the Indemnified Parties to the Indemnifying Party of full control over the conduct and disposition of any such claim, demand or suit; and reasonable cooperation by the Indemnified Parties in the defense of the claim, demand or suit. No Indemnifying Party will be bound by or liable with respect to any settlement or admission entered or made by any Indemnified Parties without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). The Indemnified Parties will have the “Indemnifying Party”) right to retain their own counsel to participate in writing of the Claimits defense in any Claim hereunder. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityIn such event, the Indemnified Party Parties shall permit pay for their own counsel, except to the extent it is determined that (A) one or more legal defenses may be available to it which are different from or additional to those available to the Indemnifying Party, at its option and expense, to assume or (B) representation of two Parties by the complete defense same counsel in respect of such ClaimClaim would be inappropriate due to actual or potential differing interests between them. In any such case and to such extent, provided that (i) the Indemnified Indemnifying Party will have shall be responsible to pay for the right reasonable costs and expenses of the separate counsel retained to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheldParties; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is such expenses are otherwise not advisable under applicable legal and ethical requirements for among those covered by the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyindemnification obligations hereunder.

Indemnification Procedures. The Party If any claim in respect of Losses is asserted or any civil, criminal, administrative or investigative action or proceeding (any such claim, action or proceeding, a “Claim”) is threatened or commenced, in each case against any party seeking indemnification under these provisions (individually, the an “Indemnified Party”), shall the Indemnified Party will promptly notify the other indemnifying Party (the “Indemnifying Party”) in writing of the Claimthereof. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which Any failure or delay by the Indemnified Party seeks indemnityin giving such written notice shall not constitute a breach of this Agreement and shall not excuse the Indemnifying Party’s obligation under this Section, except to the extent (if any) that the Indemnifying Party is prejudiced by such failure or delay. If the Indemnifying Party acknowledges in writing an indemnification obligation under this Section, it will be entitled to elect, within thirty (30) days after its receipt of such notice, to assume sole control over the investigation, defense and settlement of such Claim at its own cost, risk and expense. Neither the Indemnifying Party nor the Indemnified Party shall permit enter into a settlement of a Claim without the prior written consent of the other, which consent shall not be unreasonably withheld. After notice of a Claim by the Indemnified Party, if the Indemnifying Party, at its option and expense, Party does not elect to assume sole control of the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to defend such Claim in such reasonable manner as it may deem appropriate, at the cost, risk and expense of the Indemnifying Party. The Indemnifying Party will have the right to participate in the such defense of any such Claim at its own cost and expense. Each party, at its own cost and expense, (ii) agrees to provide reasonable cooperation and assistance to the Indemnifying Party will conduct other party in the investigation, defense and settlement of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent including but not limited to the 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 providing access to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost relevant information and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyemployees.

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this paragraph, the party seeking indemnification (individually, the “Indemnified Party”), shall ) will promptly notify cause notice thereof to be delivered to the other Party party from whom is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonably withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party claim or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Partylitigation, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, without the giving by the claimant or plaintiff to written consent of the Indemnified Party (which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of a release from any judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all liability pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense as required in respect thereof. After notice to this Section, then the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in may conduct such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying PartyParty and the approval of the Indemnifying Party will not be required for any settlement or consent or entry of judgment.

Indemnification Procedures. The Party seeking indemnification An indemnified party may elect (individually, the “Indemnified Party”), but under no circumstance shall promptly notify the other Party (the “Indemnifying Party”be obligated) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to undertake or assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expenseclaim, demand, inquiry, investigation or proceeding (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the an “Indemnified PartyMatter”), and (iii) the Indemnifying Party will not agree to conduct and supervise all settlement negotiations related to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expenseMatter. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereofHowever, the giving by indemnifying party shall pay the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or fees and other expenses subsequently incurred by the Indemnified Party an indemnified party incurs in connection with the investigation, defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose settlement of any Indemnified Matter that an indemnified party undertakes to defend or assume. An indemnified party’s election to undertake or assume the defense or settlement of an Indemnified Matter shall in no way or circumstance extinguish or diminish the same without indemnifying party’s obligation to indemnify and hold the consent indemnified parties harmless. Limitation of the Indemnifying Party.Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT INCLUDING LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA, OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF (A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY;

Indemnification Procedures. The Party In the event that any Indemnitee is seeking indemnification (individually, the “Indemnified Party”), shall promptly notify the other under this Section 8.4 from a Party (the “Indemnifying Party”) in writing ), the other Party shall notify the Indemnifying Party of such claim with respect to such Indemnitee as soon as reasonably practicable after the Indemnitee receives notice of the Claim. Such Claim for indemnity shall indicate the nature of the Claim claim, and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party (on behalf of itself and such Indemnitee) shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) and shall cooperate as requested (at the expense of the Indemnifying Party, at its option ) in the defense of the claim; it being understood and expense, agreed that the right to assume the complete defense direction and control of such Claim, provided that litigation shall be conditioned upon the ongoing existence of each of the following: (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, expressly agrees in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 writing to the Indemnified Party without a reservation of a release from all liability in respect thereof. After notice to rights that, as between the Indemnified Party of the Indemnifying Party’s election to assume the defense of such ClaimParties, the Indemnifying Party shall be liable solely obligated to fully satisfy and discharge the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims claim notwithstanding any limitation with respect to which indemnification included in this Agreement; (ii) such claim is solely for monetary damage; and (iii) such claim shall not involve a criminal matter or be a claim being brought by a governmental authority. The indemnification obligations under this Section 8.4 shall not apply to any harm suffered as a direct result of any delay in notice to the Indemnifying Party does not elect hereunder or to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate amounts paid in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose settlement of any of the same claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be withheld or delayed unreasonably. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 8.4.

Indemnification Procedures. The Party If any claim is made by a party which would give rise to a right of indemnification under this paragraph, the party seeking indemnification (individually, the “Indemnified Party”), shall ) will promptly notify cause notice thereof to be delivered to the other Party party from whom indemnification is sought (the “Indemnifying Party”) in writing ). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from the Claimclaims. Such Claim Counsel for indemnity shall indicate the nature of Indemnifying Party which will conduct the Claim and the basis therefor. Promptly after a Claim is made for which defense must be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonably withheld), and the Indemnified Party shall permit may participate in such defense at the Indemnifying Party, at its option and expense, to assume the complete defense expense of such Claim, provided that (i) the Indemnified Party. The Indemnifying Party will have the right to participate not in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party claim or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Partylitigation, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, without the giving by the claimant or plaintiff to written consent of the Indemnified Party (which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of a release from any judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all liability pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense as required in respect thereof. After notice to this Section, then the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in may conduct such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying PartyParty and the approval of the Indemnifying Party will not be required for any settlement or consent or entry of judgment. 11.

Indemnification Procedures. The Party seeking indemnification (individually, party making a claim under this Article 7 is referred to as the “Indemnified Party”), shall promptly notify ,” and the other Party (party against whom such claims are asserted under this Article 7 is referred to as the “Indemnifying Party”) in writing of the Claim. Such Claim .” Whenever any claim shall arise for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityindemnification hereunder, the Indemnified Party shall permit promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (i) describe the claim in reasonable detail; (ii) include copies of all material written evidence thereof; and (iii) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action, suit, proceeding, inquiry or investigation (each, an “Action”) before or brought by a Person who is not a party to this Agreement, the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense thereof at of any Action, including: (i) making available records relating to such Action; and (ii) furnishing, without expense to the request Indemnified Party, management employees of the Indemnifying Partynon-defending party as may be reasonably necessary for the preparation of the defense of such Action. As to those Claims with respect to which the The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expenseprior written consent (which consent shall not be unreasonably withheld, and will not settle conditioned or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed).

Indemnification Procedures. The Each Party (Cara on behalf of Cara Indemnitees, or CKD on behalf of CKD Indemnitees) will promptly notify the other Party when it becomes aware of a Claim for which indemnification may be sought hereunder. To be eligible to be indemnified for a Claim, a Person seeking indemnification (individually, the “Indemnified Party”), ) shall promptly notify (i) provide the other Party required to indemnify such Person (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature with prompt written notice of the Claim giving rise to the indemnification obligation under this Article 9, provided that, the failure to provide such prompt notice shall not relieve the Indemnifying Party of any of its obligations under this Article 9 except to the extent the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Claim; and (iii) not settle, admit or materially prejudice the basis thereforClaim, without the Indemnifying Party’s prior written consent. Promptly after a Claim is made The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of any Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in and have its own counsel participate in any action or proceeding for which the Indemnified Party seeks indemnityto be indemnified by the Indemnifying Party. Such participation shall be at the Indemnified Party’s expense, unless (i) the Indemnifying Party and the Indemnified Party shall permit have mutually agreed to the Indemnifying Party, at its option and expense, to assume the complete defense retention of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party will conduct and the defense Indemnified Party and representation of any such Claim with both parties by the same counsel would be inappropriate due regard for to actual or potential differing interests between them. The Indemnifying Party’s obligations under Section 9.1 or 9.2, as the business interests and potential related liabilities case may be, shall not apply to the extent of the Indemnified Party, and (iii) the Indemnifying Party will not agree ’s failure to take reasonable action to mitigate any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expenseLosses. The Indemnifying Party will notshall not settle or compromise, in defense of any such Claim, except with the consent of the Indemnified Party, or consent to the entry of any judgment or enter into with respect to, any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the prior written consent of the Indemnifying Indemnified Party, which will not be unreasonably withheld or delayed. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [*]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Indemnification Procedures. The Party seeking indemnification (individuallya) In the event that any action, the “Indemnified Party”)proceeding, shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after complaint or litigation is commenced by a Claim is made third party involving a claim for which the shareholders may be liable to a Indemnified Party seeks indemnityhereunder (an "Asserted Liability"), the Indemnified Party shall permit promptly notify the Indemnifying Party, at its option and expense, to assume the complete defense Shareholder Representative in writing of such Claim, Asserted Liability (the "Claim Notice"); provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the shareholders of any indemnification obligation hereunder unless (and then solely to the extent that) the shareholders are materially prejudiced by such delay. The Shareholder Representative shall have sixty (60) days (or involve relief other than payment less if the nature of moneythe Asserted Liability requires) from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party whether or not the Shareholder Representative desires, at the shareholders' sole cost and expense and by counsel of its own choosing, which shall be reasonably satisfactory to the Indemnified Party, to defend against such Asserted Liability. If the Shareholder Representative undertakes to defend against such Asserted Liability, (i) the Shareholder Representative shall use its commercially reasonable best efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability, (ii) the Indemnified Party, prior to or during the period in which the Shareholder Representative assumes the defense of such matter, may take such reasonable actions as the Indemnified Party deems necessary to preserve any and all rights with respect to such matter, without the approval such actions being construed as a waiver of the Indemnified Party's rights to defense and indemnification pursuant to this Agreement, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that (iii) the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel Shareholder Representative shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which (A) does not include, as contain an unconditional term thereof, the giving by the claimant or plaintiff to release of the Indemnified Party from the subject matter of the settlement, (B) imposes any liabilities or obligations on the Indemnified Party, and (C) with respect to any non-monetary provision of such settlement, could, in the Indemnified Party's judgment, have a release from all liability in respect thereof. After notice to material adverse effect on the business operations, assets, properties or prospects of the Company or the Indemnified Party (for purposes of this clause (iii) an effect shall be deemed "material" if it involves $100,000 or more) and (iv) in the Indemnifying Party’s election event that the Shareholder Representative undertakes to assume defend against such Asserted Liability, unless otherwise agreed to in writing between Parent and the defense of such ClaimShareholder Representative, the Indemnifying Party Shareholder Representative shall be liable deemed to have agreed that it will indemnify the Indemnified Party for such legal or other expenses subsequently incurred by pursuant to, and subject to the Indemnified Party conditions and limitations set forth in, the provisions of this Article IX. Notwithstanding the foregoing, in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseany event, the Indemnified Party will afford shall have the Indemnifying right to control, pay or settle any Asserted Liability which the Shareholder Representative shall have undertaken to defend so long as the Indemnified Party an opportunity shall also waive any right to indemnification therefor by the Shareholder Representative. If the Shareholder Representative undertakes to defend against such Asserted Liability, the Indemnified Party shall cooperate to the extent reasonable (during regular business hours) with the Shareholder Representative and its counsel in the investigation, defense and settlement thereof. If the Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. If the Shareholder Representative does not undertake within the Notice Period to defend against such Asserted Liability, then the Shareholder Representative shall have the right to participate in any such defense at the Indemnifying Party’s own shareholders' sole cost and expenseexpense (out of the Escrowed Consideration), but, in such case, the Indemnified Party shall control the investigation and will not defense and may settle or take any other actions the Indemnified Party deems reasonably advisable without in any way waiving or otherwise dispose affecting the Indemnified Party's rights to indemnification pursuant to this Agreement. The Indemnified Party and the Shareholder Representative agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand. The Indemnified Party and the Shareholder Representative and the Company and its employees also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of any of the same without the consent of the Indemnifying Partysuch claim or demand.

Indemnification Procedures. The Party seeking Whenever any claim arises for indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityhereunder, the Indemnified Party shall permit promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense thereof at of any claim, including: (i) making available (subject to the request provisions of Section 5.01) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the Indemnifying Partynon-defending party as may be reasonably necessary for the preparation of the defense of such claim. As to those Claims with respect to which the The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense's prior written consent (which consent shall not be unreasonably withheld, and will not settle conditioned or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed).

Indemnification Procedures. The Promptly after an Investor Party seeking receives notice of a claim or the commencement of an action for which the Investor Party intends to seek indemnification (individuallyunder Section 9.1, the “Indemnified Party”), shall promptly Investor Party will notify the other Party Company (such party, the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature claim or commencement of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityaction, the Indemnified Party shall permit suit or proceeding; provided, however, that failure to notify the Indemnifying PartyParty will not relieve such party from liability under Section 9.1, at its option and expenseexcept to the extent it has been materially prejudiced by the failure to give notice. The Indemnifying Party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After the Indemnifying Party notifies the Investor Party that the Indemnifying Party wishes to assume the complete defense of such Claima claim, provided that (i) action, suit or proceeding, the Indemnified Indemnifying Party will have not be liable for any further legal or other expenses incurred by the right Investor Party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to participate the Investor Party, it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Indemnifying Party and such Investor Party. In such event, the Indemnifying Party will pay the reasonable fees and expenses of no more than one separate counsel for all such Investor Parties promptly as such fees and expenses are incurred. Each Investor Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the Indemnifying Party in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the action or claim as to which indemnification is sought. The Indemnifying Party will not agree to be liable for any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of moneyany action effected without its prior written consent, without the approval of the Indemnified Party, which consent shall not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests delayed or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expenseconditioned. The Indemnifying Party will not, in defense of any such Claim, except with without the prior written consent of the Indemnified Investor Party, consent to the entry of any judgment or enter into effect any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal pending or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims threatened action with respect to which an Investor Party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the Indemnifying Party does not elect to assume control settlement includes an unconditional release of the defense, Investor Party from all liability and claims which are the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any subject matter of the same without the consent of the Indemnifying Partypending or threatened action. The remedies provided for in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor Party at law or in equity.

Indemnification Procedures. The Party seeking (a) Promptly after receipt by a party entitled to indemnification hereunder (individuallyan "Indemnified Party") of notice of any claim or of the commencement of any action, investigations, suit or proceeding ("Proceeding") with respect to which such party may make a claim for Indemnification hereunder, the “Indemnified Party”), shall promptly Party will notify the other Party party against whom indemnification is sought (the “"Indemnifying Party”") in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim such claim or Proceeding, and the basis therefor. Promptly after a Claim is made for Indemnifying Party may in his or its discretion assume the defense of such claim or Proceeding, in which case he or it shall employ counsel reasonably satisfactory to the Indemnified Party seeks indemnity, and shall pay the Indemnified Party shall permit the Indemnifying Party, at its option fees and expense, to assume the complete defense expenses of such Claimcounsel. Notwithstanding the preceding sentence, provided that (i) the an Indemnified Party will have be entitled to employ counsel separate from counsel for the right Indemnifying Party and to participate in the defense of such claim or Proceeding at the Indemnified Party's expense. No settlement or compromise of any such Claim at its own cost and expense, (ii) claim or Proceeding shall give rise to liability of the Indemnifying Party will conduct the defense unless such party shall have been notified of any such Claim with due regard for the business interests proposed settlement or compromise and potential related liabilities of the Indemnified Party, and (iii) shall have consented thereto; provided that the Indemnifying Party will not agree to any settlement that would admit liability on shall obtain the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, prior to the entry ceasing to defend, settling or otherwise disposing of any judgment such claim or enter into any settlement which does not includeproceeding, if as an unconditional term thereof, a result of the giving by the claimant or plaintiff to failure of the Indemnified Party to do so would cause it or him to become subject to injunctive or other equitable relief, or the business of a release from all liability in respect thereof. After notice to the Indemnified Party (or that of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall its subsidiary) would be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party materially adversely affected in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partymanner.

Indemnification Procedures. The Party seeking Each party entitled to indemnification under this Section 8.6 (individually, the “Indemnified Party”), shall promptly notify ) will give notice to the other Party party required to provide indemnification (the “Indemnifying Party”) in writing promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Claim. Such Claim Indemnifying Party to assume the defense of such claim or any litigation resulting from such claim; provided that counsel for indemnity shall indicate the nature Indemnifying Party who will conduct the defense of the Claim and the basis therefor. Promptly after a Claim is made for which such claim or any litigation resulting from such claim, will be approved by the Indemnified Party seeks indemnity(whose approval will not be unreasonably withheld), and the Indemnified Party shall permit may participate in such defense at such Indemnified Party’s expense. Notwithstanding the foregoing, any Indemnified Party’s failure to give notice as provided in this Section 8.6(c) will not relieve the Indemnifying Party of the Indemnifying Party’s obligations under this Section 8.6 to the extent such failure is not prejudicial. No Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claimwill, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which that does not include, include as an unconditional term thereof, of such judgment or such settlement the giving by the claimant claimant’s or plaintiff to the plaintiff’s release of such Indemnified Party of a release from all liability in respect thereofto such claim or litigation. After notice to the Each Indemnified Party of will furnish such information regarding such Indemnified Party or the claim in question as an Indemnifying Party’s election to assume the Party may reasonably request in writing and as will be reasonably required in connection with defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for claim and litigation resulting from such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyclaim.

Indemnification Procedures. The Party seeking indemnification A Fund C Indemnitee or Partnership Indemnitee, as the case may be (individuallyfor purposes of this Section 9.4, the an “Indemnified Party”), shall promptly notify give the other Party indemnifying party under Section 9.1 or Section 9.2, as applicable (the for purposes of this Section 9.4, an “Indemnifying Party”) in writing ), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the ClaimLoss, if known, and method of computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its obligations under this Article 9 except to the extent the Indemnifying Party is prejudiced by such failure. Such Claim for In connection with any claim giving rise to indemnity shall indicate the nature hereunder resulting from or arising out of the Claim and the basis therefor. Promptly after any Action by a Claim Person who is made for which the Indemnified Party seeks indemnitynot a party to this Agreement, the Indemnified Party shall permit the Indemnifying Party, at its option sole cost and expenseexpense and upon written notice to the Indemnified Party, to may assume the complete defense of any such Claim, provided that (i) Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right shall be entitled to participate in the defense of any such Claim Action, with its counsel and at its own cost and expense, (ii) . If the Indemnifying Party will conduct does not assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified PartyAction, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of money, without the approval of the Indemnified Party, not it to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any on such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, terms as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred may deem appropriate and no action taken by the Indemnified Party in connection accordance with the such defense thereof at the request of and settlement shall relieve the Indemnifying Party. As to those Claims Party of its indemnification obligations herein provided with respect to which the any damages resulting therefrom. The Indemnifying Party does shall not elect to assume control of the defense, settle any Action without the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will prior written consent (which consent shall not settle be unreasonably withheld or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed).

Indemnification Procedures. The Party obligation to indemnify under Sections 8.1, 8.2 and 8.5 is conditioned upon receiving from the party seeking indemnification (individually, the “"Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”") in writing written notice of the assertion or institution of a claim arising from or related to any Loss ("Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly ") after a Claim is made for which the Indemnified Party seeks indemnityhas actual knowledge of such a Claim, PROVIDED that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of notice to the Indemnifying Party and the Indemnifying Party is materially prejudiced as a result of such failure to give notice. Upon written unqualified acknowledgement of its indemnification obligations with respect to a third-party Claim, the Indemnified Party shall permit party from whom indemnification is sought (the "Indemnifying Party") shall have the absolute right, at in its option sole discretion and expense, to assume the complete defense of such Claimelect to defend, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expensecontest, (ii) the Indemnifying Party will conduct the defense of settle or otherwise protect against any such Claim with due regard for the business interests and potential related liabilities of legal counsel reasonably acceptable to the Indemnified Party, ; PROVIDED that the relief sought in any such Claim is for money damages only and (iii) the Indemnified Party reasonably determines that the Indemnifying Party will not agree has the financial resources to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheldpay such damages; and provided, further, that if it is reasonably likely PROVIDED FURTHER that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of shall not settle or compromise any such Claim, except with Claim without the consent of the Indemnified Party, which consent to settlement or compromise shall not be unreasonably withheld. If the entry of any judgment or enter into any settlement which does not includeIndemnifying Party conducts such defense, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of a release from its own choice and shall have the right, but not the obligation, to assert any and all liability in respect thereofcross-claims or counterclaims it may have. After notice to the The Indemnified Party shall, and shall cause its affiliates to, at the cost of the Indemnifying Party’s election , at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to assume the Indemnifying Party in its defense of such any action being indemnified hereunder. In the event the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be unreasonably withheld), makes any settlement with respect to any Claim, the Indemnifying Party shall not be liable bound to such settlement. In the event the Indemnifying Party fails timely to defend, contest or otherwise protect against any suit, action, investigation, claim or preceding related to a Claim, Indemnified Party shall have the right, but not the obligation, to defend, contest, assert crossclaims, or counterclaims or otherwise protect against the same and may make any compromise or settlement thereof and recover and be indemnified for the entire cost thereof from the Indemnifying Party including, without limitation, legal expenses, disbursements and all amounts paid as a result of such suit, action, investigation, claim, proceeding, crossclaim or counterclaim or compromise or settlement thereof, and provided, further, if the Indemnified Party for should incur any such legal or other expenses subsequently expense, the Indemnifying Party shall pay the Indemnified Party's interest incurred on all such amounts, from the date incurred by the Indemnified Party in connection with through the defense thereof at the request date of payment by the Indemnifying Party. As , at a rate per annum equal to those Claims with respect the publicly announced base interest rate of Citibank, N.A., in New York City, in effect from time to time, which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in rate shall change as and when such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partybase interest rate shall change.

Indemnification Procedures. The Party seeking If subsequent to the Closing any claim (a "Claim") is asserted against a party to this Agreement as to which such party believes it is entitled to indemnification under this Agreement, such party (individually, the “"Indemnified Party”), ") shall promptly after learning of such Claim notify in writing the other Party party obligated to indemnify it (the “"Indemnifying Party”") in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expensewriting. The Indemnifying Party will notshall have the right, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After upon written notice to the Indemnified Party within 15 days after receipt from the Indemnified Party of written notice of such Claim, to conduct at its expense the defense against such Claim in its own name, or if necessary in the name of the Indemnified Party. If the Indemnifying Party shall fail to give such notice, it shall be deemed to have elected not to conduct the defense of the subject Claim, and in such event the Indemnified Party shall have the right to conduct such defense and to compromise and settle the Claim with the prior written consent of the Indemnifying Party’s election , which shall not be unreasonably withheld. If the Indemnifying Party does elect to assume conduct the defense of such the subject Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party shall such assistance and materials as may be liable to reasonably requested by it, all at the expense of the Indemnifying Party, and the Indemnified Party for such legal or other expenses subsequently incurred by shall have the right at its expense to participate in the defense, provided that the Indemnified Party in connection shall have the right to compromise and settle the Claim only with the defense thereof at the request prior written consent of the Indemnifying Party. As Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to those Claims be an obligation with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity is entitled to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyindemnification hereunder.

Indemnification Procedures. The Party seeking (a) In the case of any claim -------------------------- asserted by a third party against a party entitled to indemnification under this Agreement (individually, the “"Indemnified Party”"), notice shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which be given by the Indemnified ----------------- Party seeks indemnityto MJD promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party, MJD (at its option and MJD's expense, ) to assume the complete defense of such Claimany claim or any litigation resulting therefrom, provided that (i) the counsel for MJD who shall - conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party will have may participate in such -- defense at such Indemnified Party's expense, and (iii) the right omission by any --- Indemnified Party to participate give notice as provided herein shall not relieve MJD of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to MJD and MJD is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, MJD, in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will shall not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or order, interim or otherwise, or enter into any settlement which that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include, include as an unconditional term thereof, thereof the giving by the each claimant or plaintiff to the such Indemnified Party of a release from all liability in with respect thereofto such claim or litigation. After notice to In the event that the Indemnified Party shall in good faith determine that the conduct of the Indemnifying Party’s election to assume the defense of any claim subject to indemnification hereunder or any proposed settlement of any such Claimclaim by MJD might be expected to affect adversely the Indemnified Party's tax liability or the ability of the Company or any of the Subsidiaries to conduct its business, the Indemnifying Party shall be liable to or that the Indemnified Party for may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to MJD in respect of such legal claim or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseany litigation relating thereto, the Indemnified Party will afford shall have the Indemnifying Party an opportunity right at all times to participate in take over and assume control over the defense, settlement, negotiations or litigation relating to any such defense claim at the Indemnifying Party’s own sole cost of MJD, provided that if the Indemnified Party does so take over and expenseassume control, and will the Indemnified Party shall not settle such claim or otherwise dispose litigation without the written consent of MJD, such consent not to be unreasonably withheld. In the event that MJD does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. Notwithstanding the foregoing, MJD shall still provide indemnification to the Indemnified Party. In any event, MJD and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 11.2(a) and the same without records of each shall be available to the consent of the Indemnifying Partyother with respect to such defense.

Indemnification Procedures. The Party seeking With respect to each indemnification (individuallyincluded in this Agreement, the “Indemnified Party”), following provisions shall be applicable. The indemnified Party shall promptly notify the other indemnifying Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the any Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified indemnifying Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to assume the investigation and defense thereof, including the employment of counsel, and shall be obligated to pay the related counsel fees; provided, the indemnified Party shall have the right to employ separate counsel and participate in the defense of any Claim; however, the fees of such Claim at its own cost and expense, (ii) counsel shall be paid by the Indemnifying indemnified Party will conduct unless the employment of such counsel has been consented to in writing by the indemnifying Party or the indemnifying Party has failed to assume the defense of any such Claim with due regard for and employ counsel in a timely manner; provided further, if the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree named parties to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent Claim include both Parties, and the indemnified Party shall have been advised by counsel that there may be a legal defense available to it which is different from those available to the indemnifying Party, the indemnified Party may elect to employ separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will notthe expense of the indemnifying Party, in defense which case the indemnifying Party shall pay all fees of any such Claim, except with counsel and shall not have the consent of the Indemnified Party, consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election right to assume the defense of such the Claim on behalf of the indemnified Party. The Parties shall use reasonable efforts to cooperate in the defense of any Claim, the Indemnifying . The indemnifying Party shall not be liable to for any settlement of a Claim without its express written consent thereto. The indemnified Party shall reimburse the Indemnified indemnifying Party for such legal payments made or costs incurred in respect of an indemnity with the proceeds of any judgment, insurance, bond, surety or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims recovery made with respect to which an event covered by the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyindemnity.

Indemnification Procedures. The (a) If any civil, criminal, administrative or investigative action or proceeding (any of the above being a "Claim") is commenced against any Party seeking entitled to indemnification under Sections 10.01, 10.02 or 10.03 (individually, the “an "Indemnified Party”), ") written notice thereof shall promptly notify be given to the other Party that is obligated to provide indemnification under such Sections (the “"Indemnified Party") as promptly as practicable. After CONFIDENTIAL INFORMATION Solely for use by employees of XXX* and TECHFORCE with a need to know. Not to be disclosed to or used by any other person without the prior written permission of XXX*. * Indicates information deleted based on an Application for Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and filed separately with the Securities and Exchange Commission. such notice, if the Indemnifying Party”) Party shall acknowledge in writing of to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim. Such Claim for indemnity , then the Indemnifying Party shall indicate the nature of the Claim and the basis therefor. Promptly after be entitled, if it so elects in a Claim is made for which written notice delivered to the Indemnified Party seeks indemnityto take control of the defense and investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the same, at the Indemnified Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnified Party shall permit and its attorneys in the Indemnifying Partyinvestigation, at its option trial and expense, to assume the complete defense of such ClaimClaim and any appeal arising therefrom; provided, provided however, that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, which consent to the 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partybe unreasonably withheld.

Indemnification Procedures. The If any third party claim is commenced against a Party seeking entitled to indemnification under Section 25.01 or Section 25.02 (individuallyas applicable, the “Indemnified Party”), notice thereof shall promptly notify be given to the other Party that is obligated to provide indemnification (as applicable, the “Indemnifying Party”) as promptly as practicable. If, after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice promptly delivered to the Indemnified Party, but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the Claim. Such Claim for indemnity shall indicate the nature defense and investigation of the Claim such claim and the basis therefor. Promptly after a Claim is made for which to employ and engage attorneys reasonably acceptable to the Indemnified Party seeks indemnityto handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall permit cooperate, at the cost of the Indemnifying Party, at in all reasonable respects with the Indemnifying Party and its option attorneys in the investigation, trial and expense, to assume the complete defense of such Claimclaim and any appeal arising therefrom; provided, provided however, that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claimclaim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat claim. As to those Claims with respect to which If the Indemnifying Party does not elect assume full control over the defense of a claim subject to assume control of the defensesuch defense as provided in this Section, the Indemnified Party will afford the Indemnifying Party an opportunity to may participate in such defense defense, at the Indemnifying Party’s own its sole cost and expense, and will not settle or otherwise dispose of any of the same without Indemnified Party shall have the consent right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

Indemnification Procedures. The Party seeking 9.3.1 In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (individuallyeach, the “an "Indemnified Party”"), notice shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which be given by the Indemnified Party seeks indemnityto the party required to provide indemnification (the "Indemnifying Party") as soon as practicable after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party, at its option and expense, ) to assume the complete defense of such Claimany third party claim or any litigation with a third party resulting therefrom; provided, provided however, that (i) the Indemnified counsel for the Indemnifying Party will have the right to participate in who shall conduct the defense of any such Claim at its own cost and expense, claim or litigation shall be subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed); (ii) the Indemnifying Indemnified Party will conduct the may participate in such defense of any at such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, 's expense (which shall not be subject to reimbursement hereunder except as provided below); and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party will not agree of its indemnification obligation under this Agreement except and only to any settlement the extent that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The such Indemnifying Party will not, in defense is actually and materially damaged as a result of any such Claim, except failure to give notice. Except with the prior consent of the Indemnified Party, no Indemnifying Party, in the defense of any litigation, shall consent to the entry of any judgment or enter into any settlement which that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include, include as an unconditional term thereof, thereof the giving by the each claimant or plaintiff to the such Indemnified Party of a general release from any and all liability in with respect thereofto such litigation. After notice to If the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party’s election to assume the defense of such Claim; provided, the Indemnifying Party shall be liable to however, that if the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to so take over and assume control of the defensecontrol, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will shall not settle such claim or otherwise dispose of any of the same litigation without the consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. If the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand at the sole cost of the Indemnifying Party and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall reasonably cooperate in the defense of any third party claim or litigation subject to this Article IX and the records of each shall be reasonably available to the other with respect to such third party defense.