Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “1) If a Claim is commenced against an Indemnified Party”) , prompt notice thereof shall promptly provide written notice of such claim be given by the Indemnified Party to the other party (the “Indemnifying Party”). 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. The failure to deliver such notice, at however, shall not release the Indemnifying Party from any of its sole 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 expense: (a) the Indemnifying Party shall take control of the defense of such Claim and upon written notice shall engage attorneys reasonably acceptable to the Indemnified Party, may assume Party to defend such Claim; and (b) the Indemnified Party shall cooperate with the Indemnifying Party (and its attorneys) in the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate in the defense of any such Actionmay, with its counsel and at its own cost and expense, participate (through its attorneys or otherwise) in such defense. No settlement of a Claim by the Indemnifying Party 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 Actiona Claim as provided in this Section, the Indemnified Party may, but shall not be obligated to, may defend against such Action the Claim in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice at the reasonable cost and expense of it to the Indemnifying Party. Notwithstanding the foregoing, on such terms as the Indemnified Party 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 shall not settle be entitled to assume control of the defense of any Action without Claim that could impose criminal liability on the Indemnified Party’s prior written consent , and, unless otherwise agreed by the Parties, the Indemnified Party shall have the right (which consent shall but not be unreasonably withheld or delayed)the obligation) to defend such Claim, at the reasonable cost and expense of the Indemnifying Party.

Indemnification Procedures. Whenever any claim The party seeking indemnification shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written give prompt notice of the claim and will tender the defense; provided, however, that such claim party’s failure to provide notification shall not affect the indemnifying party’s indemnification obligations except to the other extent that the failure to notify delays or prejudices the indemnifying party’s ability to defend the applicable claim. The indemnifying party (shall conduct the “Indemnifying Party”)defense and shall have control of the litigation, and the indemnified party shall cooperate in defending against 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 The indemnified party to this Agreement, shall have the Indemnifying Partyright, at any time and at its sole cost and expense and upon written notice to the Indemnified Partyown expense, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, the claim with its counsel and at of its own cost and expensechoosing. The indemnifying party shall not make any settlement of the claim that results in any liability or imposes any obligation on the indemnified party without the prior written consent of the indemnified party. If the Indemnifying Party does not indemnifying party fails to (i) respond to the notice of a claim, or (ii) assume the defense of any such Actiona claim, the Indemnified Party may, but party seeking indemnification shall not be obligated to, have the right to defend against such Action the claim in such manner as it may deem appropriate, includingat the reasonable cost, but not limited toexpense, settling and risk of the indemnifying party, and the indemnifying shall promptly reimburse the indemnified party for all such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate costs 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)expenses.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each indemnified party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to notify the other indemnifying party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out in writing of any Action by a person action, claim or entity who is not a liability in respect of which the indemnified party intends to this Agreement, claim indemnification from the Indemnifying Partyindemnifying party. The indemnified party shall permit the indemnifying party, at its sole cost discretion, to settle any such action, claim or liability, and expense and upon written notice agrees to the Indemnified Partycomplete control of such defense or settlement by the indemnifying party, may assume provided however, that such settlement does not adversely affect the defense rights of the indemnified party hereunder or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such Action with counsel reasonably satisfactory to the Indemnified Partyrights. The Indemnified Party No such action, claim or liability shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken settled 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 shall not settle any Action indemnified party without the Indemnified Party’s prior written consent (of the indemnifying party, which consent shall not be unreasonably withheld or delayed), and the indemnifying party shall not be responsible for any legal fees or other costs incurred by the indemnified party other than as provided herein. The indemnified party and its directors, officers, employees and agents shall cooperate fully with the indemnifying party and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification, and shall have the right, but not the obligation, to be represented by counsel of their own selection and at their own expense.

Indemnification Procedures. Whenever any claim shall arise for (a) The person seeking indemnification hereunderhereunder (each, the party entitled to indemnification (the an “Indemnified Party”) shall promptly provide written notice of such claim give the party or parties from whom indemnification is sought or to the other party be sought (the each, an “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) prompt written notice of any Action Loss as to which they have received written notification. If an indemnification claim involves a claim by a person or entity who is not third party (a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified “Third Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such ActionClaim”), the Indemnified Party 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 it to promptly notify the Indemnifying PartyParty thereof in writing; provided, however, that no delay on such terms as the Indemnified Party may deem appropriate and no action taken by part of the Indemnified Party in accordance with such defense and settlement notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby. An Indemnifying Party shall have ten business days from the delivery of such notice (the “Notice Response Period”) to notify the Indemnified Party whether or not it disputes its indemnification obligations herein provided liability to the Indemnified Party hereunder with respect to any damages resulting therefromsuch claim or demand. The If an Indemnifying Party disputes its liability to an Indemnified Party hereunder with respect to such claim or demand or the amount thereof, such dispute shall not settle be resolved by a civil action in a court of appropriate jurisdiction (including as part of any Action without proceeding with respect to the claim that gave rise to the indemnification claim to which such dispute relates) which may be commenced by either party. During the Notice Response Period, no such claim or demand may be settled by the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever (a) If any action or claim shall arise for indemnification hereunderbe brought against any Distributor Indemnified Party or Company Indemnified Party (any such party, the party entitled to indemnification (an “Indemnified Party” and collectively, the “Indemnified PartyParties”) shall promptly provide written notice ), in respect of such claim to which indemnity may be sought against the other party (hereto, such Indemnified Party shall promptly notify the “Indemnifying Party”)indemnifying party in writing. 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 If the indemnifying party to this Agreementhas also been named in such action, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may indemnifying party shall assume the defense thereof, including the employment of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost payment of all fees and expenseexpenses. If the Indemnifying Party does indemnifying party has not assume the defense of any also been named in such Actionaction, the Indemnified Party mayshall assume the defense thereof, but including the employment of counsel and payment of all fees and expenses. In either circumstance, the parties shall keep each other reasonably informed of the progress of such action or claim, including any settlement discussions regarding the same. Notwithstanding the foregoing, the omission to notify the indemnifying party shall not be obligated to, defend against such Action in such manner as relieve it from any liability which it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it have to any Indemnified Party except to the Indemnifying Party, on extent such terms as the Indemnified Party may deem appropriate and no action taken indemnifying party has been materially prejudiced 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)failure.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the (a) Each indemnified party entitled to indemnification (the “Indemnified Party”) shall agrees that promptly provide written notice after it becomes aware of such claim to the other party (the “Indemnifying Party”). In connection with any claim facts giving rise to indemnity hereunder resulting from or arising out of any Action a claim by a person or entity who is not a party it for indemnification pursuant to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of Article VIII by any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 third party with respect to any damages resulting therefrommatter as to which it claims to be entitled to indemnity under the provisions of this Agreement, such indemnified party must assert its claim for indemnification under this Article VIII (each, an “Indemnity Claim”) by providing a written notice (a “Claim Notice”) to the indemnifying party allegedly required to provide indemnification protection under this Article VIII specifying, in reasonable detail, the nature and basis for such Indemnity Claim (e.g., the underlying representation, warranty, covenant or agreement alleged to have been breached). The Indemnifying Party Such notice shall include a demand for indemnification under this Agreement. Notwithstanding the foregoing, an indemnified party’s failure to send or delay in sending a third party Claim Notice will not settle any Action without relieve the Indemnified Partyindemnifying party from liability hereunder with respect to such Indemnity Claim except to the extent the indemnifying party is prejudiced by such failure or delay and except as is otherwise provided herein. Except as specifically provided herein, each indemnified party’s prior written consent (which consent shall not be unreasonably withheld or delayed)rights and remedies set forth in this Agreement will survive the Closing.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, To the extent a party may be entitled to indemnification under this Agreement (the an “Indemnified Party”), such Indemnified Party shall (i) shall promptly provide written notice of such claim to notify the other party Party (the “Indemnifying Party”). In connection with ) in writing of any pending or threatened claim giving or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to indemnity hereunder resulting from such right of indemnification (an “Action”) and (ii) cooperate in every reasonable way to facilitate the defense or arising out settlement of any Action by a person or entity who is not a party to this Agreement, the such Action. The Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may Party shall assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate may employ its own counsel in the defense of any such Actioncase, with its counsel and at its own cost shall pay such counsel’s fees and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 therefromexpenses. The Indemnifying Party shall not have the right to settle any Action without claim for which indemnification is available; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party’s , then the Indemnifying Party shall not settle such claim without the prior written consent (of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the If either party entitled to indemnification hereunder (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for 14.4.1. A Party's obligations of indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 therefromClaim are contingent upon the Party seeking indemnification (or other Indemnitee) providing the indemnifying Party: (a) written notice of the Claim; (b) the opportunity to settle or defend against the Claim at the sole expense of the indemnifying Party; and, (c) reasonable assistance in defending against or settling the Claim at the sole expense of the indemnifying Party. The Indemnifying Except as otherwise provided for in this Subsection, the indemnifying Party shall not settle be liable for any Action cost, expense, or compromise incurred or made by the Party seeking indemnification (or other Indemnitee) in any legal action without the Indemnified indemnifying Party’s prior written consent (consent, which consent shall not be unreasonably withheld withheld. The indemnifying Party shall have sole control of the defense and of all negotiations for settlement of a Claim and the Party seeking indemnification shall not independently defend or delayed)respond to a Claim; provided, however, that: (a) the Party seeking indemnification shall have the right, at its own expense, to monitor the indemnifying Party’s defense of a Claim; and, (b) the Party seeking indemnification may defend or respond to a Claim, at the indemnifying Party’s expense, if the Party seeking indemnification reasonably determines that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 13 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, that the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 13.

Indemnification Procedures. Whenever If any third Person (i.e., a Person other than a Party or any Affiliate of a Party) asserts any claim shall arise for indemnification hereunderagainst a Party which, if successful, would entitle the party entitled Party to indemnification under this Article XI (the “Indemnified Party”) ), it shall promptly provide written give notice of such claim to the other party Party from whom it intends to seek indemnification (the “Indemnifying Party”). 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, ) and the Indemnifying Party, at its sole cost and expense and upon written notice Party shall have the right to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and claim at its own cost and expense. If the Indemnifying Party does assume such defense, it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim. In addition, the Indemnified Party shall have the right to participate in the defense of such claim at its expense, in which case (a) the Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party about the claim, and (b) the Indemnifying Party shall not consent to the entry of judgment or enter into any settlement without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. If the Indemnifying Party fails to assume the defense of any such Actionclaim, the Indemnified Party may, but shall not be obligated to, may defend against or settle such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate claim and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party shall be liable for any settlement of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)such claim.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the A party entitled to indemnification (the “Indemnified PartyIndemnitee”) intending to claim indemnification under this Agreement shall promptly provide written notice of such claim to notify the other party (the “Indemnifying PartyIndemnitor”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) in writing of any Action by a person action, claim or entity who is not a party other matter in respect of which the Indemnitee or any of its directors, officers, employees or agents intend to this Agreementclaim such indemnification; provided, however, the Indemnifying Party, at failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its sole cost and expense and upon written notice obligations hereunder except to the Indemnified Party, may assume extent the defense of any Indemnitor is materially prejudiced by such Action with counsel reasonably satisfactory to the Indemnified Partyfailure. The Indemnified Party Indemnitor shall be entitled to participate in control the defense of and/or settle any such Actionaction, claim or other matter. The Indemnitee agrees to the complete control of such defense or settlement by the Indemnitor, provided, however, any settlement of such claims shall require the Indemnitee’s prior written consent unless such settlement includes a full release of the Indemnitee, in which case no consent shall be required. The Indemnitee and its directors, officers, employees and agents shall co-operate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by this indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever Each party shall promptly notify the other of any claim shall arise for indemnification hereunder, the suit or threat of suit of which that party entitled becomes aware which may give rise to a right to indemnification (under this Agreement but in any event within 30 days of the “Indemnified Party”) shall promptly provide written notice discovery of such claim claim; provided, however, that the failure of a party alleging a right of indemnity hereunder to provide prompt notice to the other shall relieve the indemnifying party of its obligations hereunder only to the extent that the indemnifying party can prove that such failure to provide prompt notice actually and materially prejudiced the rights of such party. The indemnifying party shall promptly reimburse the indemnified party for all Damages incurred by the indemnified party (including Damages incurred in advance of the “Indemnifying Party”final disposition of the underlying 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of shall bear all expenses in defending any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party claim or matter, and shall be entitled to participate in the settlement or defense of any such Actionmatter for which the other party seeks indemnity hereunder and, with its counsel if the indemnifying party elects, to take over and at its own cost and expense. If the Indemnifying Party does not assume control the defense and settlement thereof utilizing counsel of its choice in consultation with the indemnified party (in which case the indemnified party shall have the right to employ separate counsel of its choice, but the fees and expenses of such counsel shall be at the expense of the indemnified party). In all cases, the indemnifying and indemnified parties shall cooperate and assist each other in all reasonable respects in the defense and settlement of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)action.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Section (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify the Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with the Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim Any Indemnified Party shall arise for indemnification hereunderbe entitled, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Indemnifying Party, may assume to the timely appointment of counsel by the Indemnifying Party for the defense of any such Action with Claim, which counsel reasonably satisfactory shall be subject to the approval of the Indemnified Party. The If, in the Indemnified Party’s judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party at any time during the defense of the Indemnified Party, the Indemnified Party may appoint independent counsel of its choice for the defense of the Indemnified Party as to such Claim. In addition, regardless of whether the Indemnified Party has appointed counsel or selects independent counsel (a) the Indemnified Party shall be entitled have the right to participate in the defense of any Claim and approve any proposed settlement of such ActionClaim, with its counsel and at its own cost (b) all reasonable costs and expenseexpenses (including attorneys’ fees and costs) of the Indemnified Party shall be paid by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any fails to timely pay such Actioncosts and expenses (including attorneys’ fees and costs), the Indemnified Party mayshall 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 at 1.5% per month until paid in full. The Parties hereby acknowledge that it shall not be obligated to, defend a defense to a demand for indemnity that less than all Claims asserted against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 are subject to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)indemnification.

Indemnification Procedures. Whenever Any Party entitled to indemnification under Section 11.1 or 11.2 shall promptly give notice to the indemnifying Party of any claim shall arise for actual or potential Losses of which it becomes aware that may be subject to indemnification hereunder, but the party entitled failure or delay to indemnification (so notify the “Indemnified indemnifying Party shall not relieve the indemnifying Party from any liability under Section 11.1 or 11.2 except to the extent that the indemnifying Party”) shall promptly provide written notice ’s ability to defend against such Losses was actually prejudiced as a result of such claim failure or delay. The indemnifying Party shall have the right to the other party (the “Indemnifying Party”). 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 sole cost assume and expense and upon written notice to the Indemnified Party, may assume control the defense of any such Action Losses (at its own expense) with outside counsel of its choice and reasonably satisfactory to the Indemnified indemnified Party. The Indemnified ; provided, however, that the indemnified Party shall have the right to retain and be entitled to participate in the defense of any such Action, with represented by its own counsel and (at its own cost expense) in connection therewith. The indemnified Party shall, upon request, cooperate with the indemnifying Party and expense. If its legal representatives in connection with the Indemnifying Party does not assume the investigation and defense of any such ActionLosses, the Indemnified Party may, but shall not be obligated to, defend against such Action including by providing or otherwise making available information in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 possession with respect thereto. Neither Party shall settle or otherwise resolve any claim, suit, action, or demand related to any damages resulting therefrom. The Indemnifying Party shall not settle any Action Losses without the Indemnified Party’s prior written consent of the other Party, if such settlement or other resolution would (which consent shall not be unreasonably withheld a) result in the admission of any liability or delayed)fault on behalf of the other Party or its indemnitees, (b) result in or impose any payment obligations upon the other Party or its indemnitees, (c) or subject the other Party to an injunction or otherwise limit the other Party’s ability to take any actions or refrain from taking any actions under this Agreement or otherwise.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunderParty (or any of its affiliates, the party or their respective directors, officers, employees, agents and representatives) may be entitled to indemnification under this Section 13, such Party (the “Indemnified Party”) shall promptly provide written notice of such claim to notify in writing the other party Party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) thereof; provided, however, that the failure of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but to provide prompt notice 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 indemnity obligations herein provided with respect hereunder, except to any damages resulting therefromthe extent the failure to so notify prejudices the Indemnifying Party’s ability to defend against the Claim. The Indemnifying Party shall direct the defense and settlement of any such Claim, and shall have the right to employ counsel of its choice to defend any such claim, or to compromise, settle or otherwise dispose of the same, if the Indemnifying Party deems it advisable to do so, all at the expense of the Indemnifying Party, provided that the Indemnifying Party shall not settle be permitted to settle, compromise or admit any Action fault or wrongdoing in respect of any Claim, or any issue or matter therein, on behalf of any indemnitee, without the prior written consent of the Indemnified Party’s prior written consent , unless (which consent shall not be unreasonably withheld i) the Indemnifying Party assumes full and sole responsibility for such settlement, compromise or delayed)admission of fault and such settlement, compromise or admission of fault grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability, obligation or burden and (ii) the indemnitee is fully indemnified against all such liability.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Section (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 11.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each party entitled to indemnification under Section 4.5(g) of this Agreement (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified PartyParty has actual knowledge of any claim as to which indemnity may be sought, may and (if the claim is made by a third party) shall permit the Indemnifying Party to assume the defense of any such Action with claim or any litigation resulting therefrom, provided that counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to for the Indemnifying Party, on who shall conduct the defense of such terms as claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may deem appropriate participate in such defense at such party's expense, and no action taken by provided further that the failure of any Indemnified Party in accordance with such defense and settlement to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations herein provided to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the consent of the Indemnified Party’s prior written , consent (which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall not furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be unreasonably withheld or delayed)reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party Party from whom indemnification is being sought (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 obtaining the prior consent of it to the Indemnifying PartyParty (which shall not be unreasonably withheld or delayed), on such terms as the Indemnified Party 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 therefromhereunder. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost such Third Party Claim and expense and upon written notice to the Indemnified Party, may assume shall offer control of the defense of any such Action with counsel reasonably satisfactory Third Party Claim to the Indemnified Indemnifying Party. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of any the Third Party Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such Action, defense with counsel of its counsel and own choosing at its own cost and sole expense. If ; provided, however, the Indemnifying Party does not shall have the right to assume and conduct the defense of any such Action, the Indemnified Third Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance Claim with such defense and settlement shall relieve the Indemnifying Party counsel of its indemnification obligations herein provided with respect to any damages resulting therefromchoice. The Indemnifying Party shall not settle any Action Third Party Claim without the prior written consent of the Indemnified Party’s , not to be unreasonably withheld, unless the settlement involves only the payment of money. The Indemnified Party shall not settle or compromise any such Third Party Claim without the prior written consent (which consent of the Indemnifying Party, and the Indemnifying Party shall not be unreasonably withheld have no obligation to indemnify the Indemnified Party with respect to any Third Party Claim settled or delayed)compromised without the Indemnifying Party’s consent.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunderwithin the Survival Period, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim (a ”Claim Notice”) to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) Party shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever (a) In the event any Indemnified Party should have a claim shall arise for indemnification against the Indemnifying Party hereunder, the party entitled Indemnified Party shall promptly transmit to indemnification the Indemnifying Party a written notice (the “Indemnified PartyIndemnity Notice”) shall promptly provide written notice describing in reasonable detail the nature of such claim to the other party (the “Indemnifying Party”). 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 Agreementclaim, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume ’s good faith estimate of the defense amount of any Losses attributable to such Action with counsel reasonably satisfactory to claim and the basis of the Indemnified Party. The ’s request for indemnification under this Agreement; provided that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall be entitled to participate in the defense of any have been materially prejudiced by such Actionfailure, with its counsel and at its own cost and expensedelay or deficiency. If the Indemnifying Party does not assume the defense of any such Action, notify the Indemnified Party 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 within 30 days from its receipt of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve Indemnity Notice that the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The disputes such claim, the Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)deemed to have accepted and agreed with such claim.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this section (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, Each Party’s obligations under this Article 8 are contingent on all of the party entitled to indemnification following: (i) the Party seeking the indemnity (the “Indemnified Party”) shall promptly provide written notice of such claim to must notify the other party Party (the “Indemnifying Party”). In connection , in a timely manner and in writing of the Claim; (ii) the Indemnified Party must give the Indemnifying Party sole control over defense and settlement of the Claim; (iii) the Indemnified Party must provide the Indemnifying Party 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 Agreementreasonable information and assistance, at the Indemnifying Party’s request, at its sole cost and expense and upon written notice to as needed in defending the Claim (the Indemnifying Party will reimburse the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to Party for reasonable expenses that the Indemnified PartyParty incurs in providing that assistance). The Indemnified Party shall be entitled may choose to have its counsel, monitor or participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, a Claim provided that the Indemnified Party may, but shall not will 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 responsible for the cost of it to its own counsel and the Indemnifying Party, on such terms as ’s obligations in this Article 8 do not extend to the Indemnified Party’s legal costs should it wish to exercise such right. The Indemnifying Party may deem appropriate and no action taken will not be responsible for any settlement made by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of without its indemnification obligations herein provided with respect to any damages resulting therefromprior written consent. The Indemnifying Party shall may not settle or publicize any Action Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)consent.

Indemnification Procedures. Whenever any claim shall arise for indemnification or reimbursement hereunder, the party entitled to indemnification or reimbursement (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 or reimbursement obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)consent.

Indemnification Procedures. Whenever In the event that any claim shall arise for indemnification hereunderof the Pacira Indemnitees or the Aratana Indemnitees (each, the party entitled to indemnification (the an “Indemnified PartyIndemnitee”) shall promptly provide written notice of such claim to the other party is seeking indemnification under this Section 15 from a Party (the “Indemnifying Party”), 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, and the Party (on behalf of itself and such Indemnitee) shall permit the Indemnifying Party to assume direction and sole 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) in the defense of the claim. In connection with The indemnification obligations under this Section 15 shall not apply to any claim giving rise to indemnity hereunder resulting from or arising out harm suffered as a direct result of any Action by a person delay in notice to the Indemnifying Party hereunder or entity who to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is not a party to this Agreement, effected without the consent of the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)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 15.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 7 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 7.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, To the party extent a Party may be entitled to indemnification under this Agreement (the an “Indemnified Party”), such Indemnified Party shall (i) shall promptly provide written notice of such claim to notify the other party Party (the “Indemnifying Party”). In connection with ) in writing of any pending or threatened claim giving or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to indemnity hereunder resulting from such right of indemnification (an “Action”) and (ii) cooperate in every reasonable way to facilitate the defense or arising out settlement of any Action by a person or entity who is not a party to this Agreement, the such Action. The Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may Party shall assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate may employ its own counsel in the defense of any such Actioncase, with its counsel and at its own cost shall pay such counsel’s fees and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 therefromexpenses. The Indemnifying Party shall not have the right to settle any Action without claim for which indemnification is available; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party’s , then the Indemnifying Party shall not settle such claim without the prior written consent (of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification Procedures. Whenever any In the event that a Party intends to claim shall arise for indemnification hereunderunder this Article V, the party entitled to indemnification (the “Indemnified Party”) such Party shall promptly provide written notice of such claim to notify the other party (indemnifying Party thereof, and the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may indemnifying Party shall assume the defense of any such Action thereof with counsel reasonably mutually satisfactory to the Indemnified Parties; provided, however, that an indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by 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 such counsel in such proceedings. The Indemnified Party indemnity obligation set forth in this Section 5.4 shall be entitled not apply to participate amounts paid in the defense settlement of any claims, suits, actions, demands or judgments if such Action, with its counsel and at its own cost and expense. If settlement is effected without the Indemnifying Party does not assume consent of the defense of any such Action, the Indemnified Party 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 it to the Indemnifying indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)withheld. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of such action, if prejudicial to its ability to defend such action, shall relieve the indemnifying Party of any liability to the indemnified Party under this Article V, but the omission to so deliver notice to the indemnifying Party will not relieve it of any liability that it may have to any indemnified Party otherwise than under this Article V. The indemnified Party under this Article V shall cooperate fully with the indemnifying Party and its legal representatives in the investigation of any claim for which indemnification is sought hereunder.

Indemnification Procedures. Whenever any claim shall arise for Upon the occurrence of an event that requires indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 under this Agreement, the Indemnifying Party, at its sole cost and expense and upon Indemnified Party shall give prompt written notice to the Indemnified PartyIndemnifying Party providing reasonable details of the nature of the event and basis of the indemnity claim. The Indemnifying Party shall then have the right, may assume the defense at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any such Action with counsel reasonably satisfactory to the Indemnified PartyAction. The Indemnified Party shall be entitled also have the right, but not the obligation, to participate participate, at its own expense in the defense thereof with counsel of its choice. The Indemnified Party shall cooperate to the extent reasonably necessary to assist the Indemnifying Party in defending, contesting or otherwise protesting against any such Action, with its counsel and at its own Action provided that the Indemnifying Party shall pay the reasonable cost and expensein doing so. If the Indemnifying Party does not assume fails within thirty (30) days after receipt of such notice (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding or fails to diligently continue to provide such defense of any such Actionafter undertaking to do so, the Indemnified Party 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 have the right upon ten (10) days prior written notice of it to the Indemnifying Partyparty to defend, on settle and satisfy any such terms as suit, action claim, investigation or proceeding and recover the Indemnified Party may deem appropriate and no action taken by costs of the Indemnified Party in accordance with such defense and settlement shall relieve same from the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 10 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 may assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without will remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 10.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) Party shall promptly provide written notice of such claim to the other party Party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld withheld, denied, conditioned, or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever (a) In the event any Indemnified Party should have a claim shall arise for indemnification against the Indemnifying Party hereunder, the party entitled Indemnified Party shall promptly transmit to indemnification the Indemnifying Party a written notice (the “Indemnified PartyIndemnity Notice”) shall promptly provide written notice describing in reasonable detail (within the actual knowledge of such claim to the other party (Indemnified Party at the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out time) the nature of any Action by a person or entity who is not a party to this Agreementthe claim, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume ’s good faith estimate of the defense amount of any Losses attributable to such Action with counsel reasonably satisfactory to claim and the basis of the Indemnified Party. The ’s request for indemnification under this Agreement; provided that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall be entitled to participate in the defense of any have been materially prejudiced by such Actionfailure, with its counsel and at its own cost and expensedelay or deficiency. If the Indemnifying Party does not assume the defense of any such Action, notify the Indemnified Party 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 within thirty (30) days from its receipt of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve Indemnity Notice that the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The disputes such claim, the Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)deemed to have accepted and agreed with such claim.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each indemnified party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to notify the other indemnifying party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out in writing of any Action by a person action, claim or entity who is not a liability in respect of which the indemnified party intends to this Agreement, claim indemnification from the Indemnifying Partyindemnifying party. The indemnified party shall permit the indemnifying party, at its sole cost discretion, to settle any such action, claim or liability, and expense and upon written notice agrees to the Indemnified Partycomplete control of such defense or settlement by the indemnifying party, may assume provided however, that such settlement does not adversely affect the defense rights of the indemnified party hereunder or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such Action with counsel reasonably satisfactory to the Indemnified Partyrights. The Indemnified Party No such action, claim or liability shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken settled 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 shall not settle any Action indemnified party without the Indemnified Party’s prior written consent (of the indemnifying party, which consent shall not be unreasonably withheld or delayed), and the indemnifying party shall not be responsible for any legal fees or other costs incurred by the indemnified party other than as provided herein. The indemnified party and its directors, officers, employees and agents shall cooperate fully with the indemnifying party and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification, and shall have the right, but not the obligation, to be represented by counsel of their own selection and at their own expense. *****Confidential Material redacted and filed separately with the Commission.

Indemnification Procedures. Whenever If any claim action shall arise for indemnification hereunder, the party entitled to indemnification (the “be brought against any Indemnified Party”) shall promptly provide written notice Party in respect of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to which indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the Indemnifying PartyParty in writing, at its sole cost and expense and upon written notice the Indemnifying Party shall have the right to the Indemnified Party, may assume the defense thereof with counsel of its own choosing. Any Indemnified Party shall have the right to employ separate counsel in any such Action with action and participate in the defense thereof, but the fees and expenses of such counsel reasonably satisfactory shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party. The Indemnifying Party will not be liable to any Indemnified Party shall be entitled to participate in the defense of under this Article 5 for any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the settlement by an Indemnified Party 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 it to effected without the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s 's prior written consent (consent, which consent shall not be unreasonably withheld or delayed); or to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Party's indemnification pursuant to this Article 5.

Indemnification Procedures. Whenever If any claim action shall arise for indemnification hereunder, the party entitled to indemnification (the “be brought against any Indemnified Party”) shall promptly provide written notice Party in respect of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to which indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the Indemnifying PartyParty in writing, at its sole cost and expense and upon written notice the Indemnifying Party shall have the right to the Indemnified Party, may assume the defense thereof with counsel of its own choosing. Any Indemnified Party shall have the right to employ separate counsel in any such Action with action and participate in the defense thereof, but the fees and expenses of such counsel reasonably satisfactory shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party. The Indemnifying Party will not be liable to any Indemnified Party shall be entitled to participate in the defense of under this Article 4 for any such Action, with its counsel and at its own cost and expense. If settlement by an Indemnified Party effected without the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed); or to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Party’s indemnification pursuant to this Article 4.

Indemnification Procedures. Whenever (a) If any action or claim shall arise for indemnification hereunderbe brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, the party entitled to indemnification (an “Indemnified Party” and collectively, the “Indemnified PartyParties”) shall promptly provide written notice ), in respect of such claim to which indemnity may be sought against the other party (hereto, such Indemnified Party shall promptly notify the “Indemnifying Party”)indemnifying party in writing. 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 If the indemnifying party to this Agreementhas also been named in such action, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may indemnifying party shall assume the defense thereof, including the employment of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost payment of all fees and expenseexpenses. If the Indemnifying Party does indemnifying party has not assume the defense of any also been named in such Actionaction, the Indemnified Party mayshall assume the defense thereof, but including the employment of counsel and payment of all fees and expenses. In either circumstance, the parties shall keep each other reasonably informed of the progress of such action or claim, including any settlement discussions regarding the same. Notwithstanding the foregoing, the omission to notify the indemnifying party shall not be obligated to, defend against such Action in such manner as relieve it from any liability which it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it have to any Indemnified Party except to the Indemnifying Party, on extent such terms as the Indemnified Party may deem appropriate and no action taken indemnifying party has been materially prejudiced 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)failure.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each party entitled to indemnification under this Section 8.5 (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified PartyParty has actual knowledge of any claim as to which indemnity may be sought, may and shall permit the Indemnifying Party to assume the defense of any such Action with claim or any litigation resulting therefrom; provided that counsel reasonably satisfactory for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party (which approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the Indemnified extent such failure resulted in actual detriment to the Indemnifying Party. The Indemnified Party shall be entitled to participate No Indemnifying Party, in the defense of any such Actionclaim or litigation, shall, except with its counsel and at its own cost and expense. If the Indemnifying Party consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not assume include as an unconditional term thereof the defense of any giving by the claimant or plaintiff to such Action, the Indemnified Party may, but shall not be obligated to, defend against of a release from all liability in respect of such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld claim or delayed)litigation.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Actionaction, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionaction, the Indemnified Party may, but shall not be obligated to, defend against such Action action in such manner as it may deem appropriate, including, but not limited to, settling such Actionaction, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any a claim shall arise for indemnification hereunderunder this Section 10.2, the party entitled to indemnification (the “relevant Indemnified Party”) , as appropriate, shall promptly provide written notice notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim any liability that the Indemnifying Party might have, except to the other party (the “Indemnifying Party”). 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, extent that such failure prejudices the Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right to defend against such liability or assertion, at its sole cost and expense and upon in which event the Indemnifying Party shall give written notice to the Indemnified Party, may assume Party of acceptance of the defense of any such Action with claim and the identity of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Party. The Indemnified Until such time as Indemnifying Party shall be entitled to participate in provides written notice of acceptance of the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionclaim, the Indemnified Party mayshall defend such claim, 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 at the expense of it to the Indemnifying Party, on subject to any right of the Indemnifying Party to seek reimbursement for the costs of such terms as defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).for such

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, In the event a party entitled to indemnification (the “Indemnified Party”) seeks indemnification under Section 12.1 or Section 12.2, it shall promptly provide written notice of such claim to inform the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) of any Action a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The an Indemnified Party shall be entitled to participate give notice of a claim as provided in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but this Section 12.3 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), 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) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim. The Indemnified Party may participate in the defense of the Claim at its own expense. The Indemnifying Party shall keep the Indemnified Party advised of the status of such action, suit, proceeding or claim and the defense thereof. The Indemnified Party shall not agree to any damages resulting therefromsettlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle agree to any Action without the Indemnified Party’s prior written settlement of such action, suit, proceeding or claim or consent (which consent shall not be unreasonably withheld or delayed).to any judgment in respect thereof that does not

Indemnification Procedures. Whenever (a) If any third party asserts any claim shall arise for indemnification hereunderagainst a party to this Agreement which, if successful, would entitle the party entitled to indemnification under this Article XIV (the “"Indemnified Party”) "), it shall promptly provide written give notice of such claim to the other party from whom it intends to seek indemnification (the “"Indemnifying Party”). In connection with any claim giving rise ") and, subject to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this AgreementSection 14.6, the Indemnifying PartyParty shall have the right to assume the defense and, further subject to Section 14.3(b), settlement of such claim at its sole cost and expense and upon written notice by representatives of its own choosing acceptable to the Indemnified PartyParty (which acceptance shall not be unreasonably withheld). The failure of the Indemnified Party to notify the Indemnifying Party of such claim shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, may assume except to the extent that the defense of any is materially prejudiced by such Action with counsel reasonably satisfactory to the Indemnified Partyfailure. The Indemnified Party shall be entitled have the right to participate in the defense of any such Action, with its counsel and claim at its own cost expense, in which case the Indemnifying Party shall cooperate in providing information to and expenseconsulting with the Indemnified Party about the claim. If the Indemnifying Party fails or does not assume the defense of any such Action, claim within 15 days after written notice of such claim has been given by the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by defend against or, subject to Section 14.3(b), settle such claim with counsel of its own choosing at the Indemnified Party in accordance with such defense and settlement shall relieve expense (to the extent reasonable under the circumstances) of the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, whether pursuant to an action or some other matter (a "Claim"), the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide prompt written notice of such claim Claim to the other party (the “"Indemnifying Party”"); provided, however, that the failure to provide prompt written notice shall affect the rights of the applicable Indemnified Party only if and to the extent such failure has a materially prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Claim. In connection with any claim 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such ActionClaim, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such ActionClaim, the Indemnified Party may, but shall not be obligated to, defend against such Action Claim in such manner as it may deem appropriate, including, but not limited to, settling such ActionClaim, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate 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 shall not settle any Action Claim without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Section 9.3 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Section 9.3.

Indemnification Procedures. Whenever (a) If any claim shall arise for indemnification hereundercivil, criminal, administrative or investigative action or proceeding is commenced or threatened by a third party (any of the party above being a “Indemnification Claim”) against any Party entitled to receive indemnification under this Section in respect of such Claim (the “Indemnified Party”) ), the Indemnified Party shall promptly provide give written notice of such claim to the other party Party that is obligated to provide indemnification under this Section (the “Indemnifying Party”) as promptly as practicable but in all events, within a period that will not prejudice the rights of the Indemnified Party under this Agreement or to defend the Claim (the “Notice of Assumption of Defense”). 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 AgreementAfter such notice, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may Party shall assume the defense of any such Action with counsel reasonably satisfactory Claim, and may employ and engage attorneys of its sole choice to handle and defend the Indemnified same, at the Indemnifying Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own ’s sole cost and expense. If the Indemnifying Party does not assume fails to deliver written notice acknowledging its obligations to provide defense and indemnity in respect of the defense Claim, and to commence defense, within [***]* prior to the date on which a response to such Claim is due or such lesser period as is reasonable given the nature of any such Actionthe Claim and the notice and response time permitted by law or the facts and circumstances, then the Indemnified Party mayshall have the right to defend, but shall not be obligated to, defend against such Action settle or otherwise resolve the Claim insofar as it relates to the Indemnified Party in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate appropriate, at the cost and no action taken by expense of the Indemnified Party in accordance with such defense Indemnifying Party, and settlement shall relieve without the consent of the Indemnifying Party, and the Indemnifying Party of may participate in such defense, at its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)sole cost and expense.

Indemnification Procedures. No claim for indemnification may be asserted after the date that is eighteen (18) months after the Closing Date. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 therefromhereunder. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity for indemnification hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). This Section 7.04 shall not apply to Tax Claims, the procedures for which are set forth in Section 5.05(e).

Indemnification Procedures. Whenever The party seeking indemnification under this Article IX (the "Indemnified Party") shall not settle any claim shall arise for indemnification hereunderclaim, demand, expense or liability to which it may seek indemnity (each, and "Indemnifiable Claim") without the express written consent of the party entitled to from which indemnification is sought (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will notify the Indemnifying Party promptly after receipt of notification of an Indemnifiable Claim, provided that the failure to furnish such notification shall be entitled not impair the Indemnified Party's right to participate in seek indemnification unless the defense Indemnifying Party is unable to adequately defend the Indemnifiable Claim as a result of such failure. The Indemnifying Party shall have the right to defend any such Action, with its counsel and Indemnifiable Claim at its own cost expense, provided that such defense shall be conducted by counsel chosen by the Indemnifying Party and approved by Indemnified Party in its reasonable discretion. The Indemnified Party may join in such defense at its own expense, but to the extent that it shall so desire the Indemnifying Party shall direct such defense. If the Indemnifying Party does not assume the defense of any such Actionshall fail or refuse to defend an Indemnifiable Claim, the Indemnified Party 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 provide its own defense at the cost and expense of it to the Indemnifying Party, on such terms as the Indemnified Party 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 obligations of the parties under the Sections 9.02, 9.03 and 9.04 shall not settle any Action without survive the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)termination of this Agreement.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person Person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 11.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Section 8.3 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).Party as provided in this Section 8.3. 8.4

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Article 8 (the “Indemnified Party”) makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “Indemnifying Party”). In connection with any claim giving rise ) to indemnity hereunder resulting from control the defense, disposition or arising out settlement of any Action by a person or entity who is not a party to this Agreement, the matter at its own expense; provided that the Indemnifying PartyParty shall not, at its sole cost and expense and upon written notice to without the consent of the Indemnified Party, may assume the defense of enter into any such Action with counsel reasonably satisfactory settlement or agree to any disposition that imposes any conditions or obligations on the Indemnified Party other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of the Indemnifying Party. The Indemnified Party shall notify the Indemnifying Party promptly of any claim for which the Indemnifying Party is responsible and shall reasonably cooperate with the Indemnifying Party to facilitate defense of ATTORNEY CLIENT AND/OR WORK PRODUCT PRIVILEGED COMMUNICATION These materials are protected by the attorney-client and/or the work product privilege and should be entitled treated as confidential. any such claim. An Indemnified Party shall at all times have the option to participate in the defense of any such Actionmatter or litigation, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, including but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party participation through counsel of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without own selection, if desired, the hiring of such separate counsel being at Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)own expense.

Indemnification Procedures. Whenever (a) If any third party asserts any claim shall arise for indemnification hereunderagainst a party to this Agreement which, if successful, would entitle the party entitled to indemnification under this Article X (the “Indemnified Party”) ), it shall promptly provide written give notice of such claim to the other party from whom it intends to seek indemnification (the “Indemnifying Party”). 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, ) and the Indemnifying PartyParty shall have the right to assume the defense and, subject to Section 10.2(b), settlement of such claim at its sole cost and expense and upon written notice by representatives of its own choosing acceptable to the Indemnified PartyParty (which acceptance shall not be unreasonably withheld). The failure of the Indemnified Party to notify the Indemnifying Party of such claim shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, may assume except to the extent that the defense of any is materially prejudiced by such Action with counsel reasonably satisfactory to the Indemnified Partyfailure. The Indemnified Party shall be entitled have the right to participate in the defense of any such Action, with its counsel and claim at its own cost expense (which expense shall not be deemed to be a Loss), in which case the Indemnifying Party shall cooperate in providing information to and expenseconsulting with the Indemnified Party about the claim. If the Indemnifying Party fails or does not assume the defense of any such Action, claim within 15 days after written notice of such claim has been given by the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by defend against or, subject to Section 10.2(b), settle such claim with counsel of its own choosing at the Indemnified Party in accordance with such defense and settlement shall relieve expense (to the extent reasonable under the circumstances) of the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever (a) If any third party asserts any claim shall arise for indemnification hereunderagainst a party to this Agreement which, if successful, would entitle the party entitled to indemnification under this Article XI (the “Indemnified Party”) ), it shall promptly provide written give notice of such claim to the other party from whom it intends to seek indemnification (the “Indemnifying Party”). 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, ) and the Indemnifying PartyParty shall have the right to assume the defense and, subject to Section 11.2(b), settlement of such claim at its sole cost and expense and upon written notice by representatives of its own choosing acceptable to the Indemnified PartyParty (which acceptance shall not be unreasonably withheld). The failure of the Indemnified Party to notify the Indemnifying Party of such claim shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, may assume except to the extent that the defense of any is materially prejudiced by such Action with counsel reasonably satisfactory to the Indemnified Partyfailure. The Indemnified Party shall be entitled have the right to participate in the defense of any such Action, with its counsel and claim at its own cost expense (which expense shall not be deemed to be a Loss), in which case the Indemnifying Party shall cooperate in providing information to and expenseconsulting with the Indemnified Party about the claim. If the Indemnifying Party fails or does not assume the defense of any such Action, claim within 15 days after written notice of such claim has been given by the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by defend against or, subject to Section 11.2(b), settle such claim with counsel of its own choosing at the Indemnified Party in accordance with such defense and settlement shall relieve expense (to the extent reasonable under the circumstances) of the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Person entitled to indemnification under this Article VI (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party Party against whom such claims are asserted under this Article VI (the “Indemnifying Party”). The failure to give prompt notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Partyits counsel. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 Neither Party shall not settle any Action without the Indemnified other Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim A party seeking indemnification pursuant to this Article shall arise for indemnification hereundernotify, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to in writing, the other party within thirty (30) days of the “Indemnifying Party”). In connection with assertion of any claim giving rise to indemnity hereunder resulting from or arising out discovery of any Action by fact upon which the party intends to base a person or entity who is not a claim for indemnification. A party's failure to so notify the indemnifying party to shall not, however, relieve such indemnifying party from any liability under this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice Agreement to the Indemnified Partyindemnified party with respect to such claim except to the extent that such indemnifying party is actually prejudiced by such failure. The party from whom indemnification is being sought, may assume while reserving the right to contest its obligation to indemnify, shall be responsible for the defense of any such Action claim, demand, lawsuit or other proceeding in connection with counsel reasonably satisfactory to which the Indemnified Partyother party claims indemnification hereunder. The Indemnified Party indemnified party shall be entitled have the right at its own expense to participate jointly with the indemnifying party in the defense of any such Actionclaim, demand, lawsuit or other proceeding, but with respect to any issue involved in such claim, demand, lawsuit or other proceeding with respect to which the indemnifying party has acknowledged its counsel and at its own cost and expense. If obligation to indemnify the Indemnifying Party does not assume the defense of any such Actionother party hereunder, the Indemnified Party mayindemnifying party shall have the sole right to select counsel, but shall not be obligated tosettle, defend against try or otherwise dispose of or handle such Action in such manner as it may deem appropriateclaim, includingdemand, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, lawsuit or other proceeding on such terms as the Indemnified Party may indemnifying party, in its sole discretion shall 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)appropriate.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Section 8 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 8.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, the Indemnified Party 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 it to the Indemnifying Party, on such terms as (a) the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).defend

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Actionaction, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionaction, the Indemnified Party may, but shall not be obligated to, defend against such Action action in such manner as it may deem appropriate, including, but not limited to, including settling such Actionaction, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 Party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification Procedures. Whenever any claim shall arise for Upon the occurrence of an event that requires indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 under this Agreement, the Indemnifying Party, at its sole cost and expense and upon Indemnified Party shall give prompt written notice to the Indemnified PartyIndemnifying Party providing reasonable details of the nature of the event and basis of the indemnity claim. The Indemnifying Party shall then have the right, may assume the defense at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any such Action with counsel reasonably satisfactory to the Indemnified PartyAction. The Indemnified Party shall be entitled also have the right, but not the obligation, to participate participate, at its own expense in the defense thereof with counsel of its choice. The Indemnified Party shall cooperate to the extent reasonably necessary to assist the Indemnifying Party in defending, contesting or otherwise protesting against any such Action, with its counsel and at its own Action provided that the Indemnifying Party shall pay the reasonable cost and expensein doing so. If the Indemnifying Party does not assume fails within thirty (30) days after receipt of such notice (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding or fails to diligently continue to provide such defense of any such Actionafter undertaking to do so, the Indemnified Party 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 have the right upon ten (10) days prior written notice of it to the Indemnifying PartyParty to defend, on settle and satisfy any such terms as suit, action claim, investigation or proceeding and recover the Indemnified Party may deem appropriate and no action taken by costs of the Indemnified Party in accordance with such defense and settlement shall relieve same from the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever In the case of any claim shall arise for indemnification hereunder, the asserted by a third party against a party entitled to indemnification under this Agreement (the “"Indemnified Party”"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall promptly provide written notice permit the Indemnifying Party (at the expense of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any Litigation resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such Action with counsel Litigation shall be reasonably satisfactory to the Indemnified Party. The Party and (ii) the 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 entitled to participate unreasonably withheld, no Indemnifying Party, in the defense of any such ActionLitigation, with its counsel and at its own cost and expenseshall consent to entry of any judgment or enter into any settlement that (i) does not provide for the unconditional release of the Indemnified Party from all liability or (ii) provides that the Indemnified Party is subject to any contractual obligations following such settlement. If the The Indemnifying Party does not assume 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 Action, the Indemnified Party 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 it to defense and the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)'s defense.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon give written notice to the Indemnified Party from whom indemnity is being sought (the "Indemnifying Party, may assume the defense ") promptly after learning of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party's expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it and consent to the Indemnifying Party, on such terms as entry of any judgment or enter into any settlement with respect to the claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 11.

Indemnification Procedures. Whenever any claim shall arise for A party seeking indemnification hereunder, the party entitled to indemnification hereunder (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon give written notice to the indemnifying party (the "Indemnifying Party") of its indemnification claims hereunder, specifying the amount and nature of the claim, and giving the Indemnifying Party the right to contest any such claim represented by counsel of its choice. If any such claim is made hereunder by the Indemnified Party and such claim arises from the claims of a third party against the Indemnified Party and the Indemnifying Party does not elect to undertake the defense thereof by written notice within fifteen (15) days after receipt of the original notice from the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate indemnity pursuant to the terms of this Agreement to the extent of its payment in respect of such claim. To the extent that the Indemnifying Party undertakes the defense of any such Action, with its counsel and claim in good faith by proceeding diligently at its own cost expense, and expense. If without materially impairing the Indemnifying Party does not assume financial conditions or operations of the defense of any such ActionIndemnified Party, the Indemnified Party mayshall be entitled to indemnity hereunder only if, but shall not be obligated toand to the extent that, defend against such Action in such manner defense is unsuccessful as it may deem appropriate, including, but not limited to, settling such Action, after giving notice determined by a final judgment of it to a court of competent jurisdiction or is settled with the consent of the Indemnifying Party, on such terms as the Indemnified Party 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 party defending a third-party claim shall not settle any Action without have the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)right to choose its own counsel.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “The Indemnified Party”) Party shall promptly provide written notice notify the Licensee upon becoming aware of a Third-Party Claim under this Section 9. The Licensee shall promptly assume control of the defense and investigation of such claim to the other party (the “Indemnifying Party”). In connection Third-Party Claim, 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 sole cost and expense and upon written notice counsel reasonably acceptable to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to and the Indemnified PartyParty shall reasonably cooperate with the Licensee in connection therewith, in each case at the Licensee's sole cost and expense. The Indemnified Party shall be entitled to may participate in the defense of any such ActionThird-Party Claim, with counsel of its counsel own choosing and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 Licensee shall not settle any Action such Third-Party Claim without the such Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). If the Licensee fails or refuses to assume control of the defense of such Third- Party Claim, the Indemnified Party has the right, but no obligation, to defend against such Third-Party Claim, including settling such Third-Party Claim after giving notice to the Licensee, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party's failure to perform any obligation under this Section 9.2 nor any Indemnified Party's act or omission in the defense or settlement of any such Third-Party Claim will relieve the Licensee of its obligations under this Section 9.2, including with respect to any Losses, except to the extent that the Licensee can demonstrate that it has been materially prejudiced as a result thereof.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) Party shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each party entitled to indemnification under Section 6.1 or under Section 4.5 of this Agreement (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified PartyParty has actual knowledge of any claim as to which indemnity may be sought, may and (if the claim is made by a third party) shall permit the Indemnifying Party to assume the defense of any such Action with claim or any litigation resulting therefrom, provided that counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to for the Indemnifying Party, on who shall conduct the defense of such terms as claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may deem appropriate participate in such defense at such party's expense, and no action taken by provided further that the failure of any Indemnified Party in accordance with such defense and settlement to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations herein provided to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the consent of the Indemnified Party’s prior written , consent (which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall not furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be unreasonably withheld or delayed)reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Section (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify the Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with the Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, claim; provided that the Indemnified Party 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 it Party's failure to the Indemnifying Party, on such terms as the Indemnified Party 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 notify Indemnifying Party shall not settle any Action without diminish Indemnifying Party's obligations under this Section except to the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).extent that Indemnifying Party is materially prejudiced as a result of such failure. An

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no appropriate. 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever Should a Party (the "Indemnified Party") be notified of any Third Party claim shall arise in respect of which the other Party (the "Indemnifying Party") may be reasonably liable under the indemnification obligation provided for indemnification hereunderin this Section 10, the party entitled to indemnification Indemnified Party shall (i) give the “Indemnified Party”) shall promptly provide Indemnifying Party prompt written notice of thereof; and (ii) give the Indemnifying Party the opportunity to defend, negotiate, and settle any such claim to the other party (the “Indemnifying Party”)action or 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 AgreementTo such extent, the Indemnified Party shall provide the Indemnifying PartyParty with all information in its possession, at its sole cost and expense all authority and upon written notice assistance necessary to the Indemnified Partyenable Indemnifying Party to defend, may assume the defense of negotiate, compromise or settle any such Action with counsel reasonably satisfactory to the Indemnified Partyclaim, action or suit. The Indemnified Party shall be entitled to participate further cooperate fully with the Indemnifying Party and its legal representatives (at the Indemnifying Party's sole cost and expense) in the defense investigation, negotiation, compromise, settlement and defence of such claim, action or suit. In any such Actioncase, with it is hereby understood that (i) the Indemnified Party reserves the right to retain its own counsel and to defend itself (at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action ) in such manner as it may deem appropriateclaim, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified action or suit; and (ii) in no event shall either Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and enter into any settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (of the other Party, which consent shall not be unreasonably withheld or delayed)withheld.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action action with counsel reasonably satisfactory to the Indemnified PartyParty for its own defense. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionaction, the Indemnified Party may, but shall not be obligated to, defend against such Action action in such manner as it may deem appropriate, including, but not limited to, including settling such Actionaction, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 and defense obligations herein provided with respect to any damages and fees resulting therefrom. The Indemnifying Party shall not settle any Action action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).. The rights and remedies provided in this Article VIII are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise

Indemnification Procedures. Whenever In the event of any claim shall arise for that may be subject to indemnification hereunderunder this Article 11, the party entitled to indemnification indemnified Party shall (a) promptly notify the “Indemnified Party”) shall promptly provide written notice indemnifying Party of such claim to claim; (b) at indemnifying Party expense, reasonably cooperate with the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified indemnifying Party shall be entitled to participate in the defense of such claim; and (c) not settle any such Actionclaim without the indemnifying Party’s written consent, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but which shall not be obligated tounreasonably withheld, defend against such Action in such manner conditioned or delayed. The indemnifying Party shall keep the indemnified Party informed at all times as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party status of its indemnification obligations herein provided with respect to any damages resulting therefromefforts. The Indemnifying indemnifying Party shall not settle any Action such claim without the Indemnified Party’s prior written consent (of the indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed), unless (x) such settlement includes an unconditional release of the indemnified Party from all liability arising out of such claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the indemnified Party. The indemnified Party may participate in proceedings relating to any indemnified claim with counsel of its own choosing at its own expense.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 7 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of such Innovate Claims or Repligen Claims (as applicable) (each a “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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. 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 have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, 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 it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 7.

Indemnification Procedures. Whenever If any claim action shall arise for indemnification hereunder, the party entitled to indemnification (the “be brought against any Indemnified Party”) shall promptly provide written notice Party in respect of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to which indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the Indemnifying PartyParty in writing, at its sole cost and expense and upon written notice the Indemnifying Party shall have the right to the Indemnified Party, may assume the defense thereof with counsel of its own choosing. Any Indemnified Party shall have the right to employ separate counsel in any such Action with action and participate in the defense thereof, but the fees and expenses of such counsel reasonably satisfactory shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party. The Indemnifying Party will not be liable to any Indemnified Party shall be entitled to participate in the defense of under this Article VII for any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the settlement by an Indemnified Party 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 it to effected without the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s 's prior written consent (consent, which consent shall not be unreasonably withheld or delayed); or to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Party's indemnification pursuant to this Article VII.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder14.3.1. Within a reasonable time after a Callebaut Indemnitee or Hershey Indemnitee, as the party entitled to indemnification case may be (the “Indemnified Party”) shall promptly provide receives written notice of such claim to the other party an actual or potential Claim for which a Party (the “Indemnifying Party”). In connection with any claim giving rise to ) has defense and 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionobligations, the Indemnified Party 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 it to must notify the Indemnifying PartyParty of the Claim; provided, on such terms as however, the failure of the Indemnified Party may deem appropriate and no action taken by to provide notice of the Indemnified Party in accordance with such defense and settlement Claim shall not relieve the Indemnifying Party of its indemnification obligations herein provided with respect under this Section 14 (Indemnification), except to any damages resulting therefromthe extent that such failure materially prejudices the Indemnifying Party’s defense of the Claim. The Indemnified Party will, at the Indemnifying Party’s cost and expense, provide all reasonable assistance requested by the Indemnifying Party shall not in connection with the defense and settlement of the Claim. The Indemnified Party will provide to the Indemnifying Party all documents related to the Claim (other than documents subject to the attorney client privilege). Neither the Indemnified Party nor the Indemnifying Party will settle any Action Claim for which the Indemnifying Party has assumed the defense thereof without the Indemnified Party’s prior written consent (which of the other Party, such consent shall not to be unreasonably withheld withheld, conditioned or delayed).

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Section (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Xxxxx shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever A. Any person seeking indemnification under this Agreement (the "Indemnified Party") from or against the assertion of any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 third party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written will give prompt notice to the Indemnified party from whom such indemnification is sought (the "Indemnifying Party"); provided, may assume however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder (except when the Indemnifying Party suffers actual material prejudice in the defense of the claim or increased liability for damages by reason of such failure). The Indemnifying Party and the Indemnified Party will cooperate in the defense or prosecution of any such Action with third party claims. The Indemnifying Party shall assume and will have control over the defense and/or settlement of the claim; provided that (i) defense counsel retained by the Indemnifying Party shall be reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled , and (ii) subject to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actioncontrol, the Indemnified Party may, but shall not be obligated to, defend against such Action may participate in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice defense with counsel of it to its choosing at its own expense. Neither the Indemnifying Party, on such terms as Party nor the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with will enter into any settlement of any 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 shall not settle any Action claim or legal proceeding relating thereto without the Indemnified Party’s prior written consent (which of the other party, such consent shall not to be unreasonably withheld or delayed). The obligations of the parties under the Sections 9.02 and 9.03 shall survive the termination of this Agreement.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each party entitled to indemnification under this SECTION 10 (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 sole cost and expense and upon written give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified PartyParty has actual knowledge of any claim as to which indemnity may be sought, may and shall permit the Indemnifying Party to assume the defense of any such Action with claim or any litigation resulting therefrom, provided that counsel reasonably satisfactory for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the Indemnified extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. The Indemnified Party shall be entitled to participate No Indemnifying Party, in the defense of any such Actionclaim or litigation, shall, except with its counsel and at its own cost and expense. If the Indemnifying Party consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not assume include as an unconditional term thereof the defense of any giving by the claimant or plaintiff to such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action of a release from all liability in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld such claim or delayed)litigation.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of any the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such Action, defense with counsel of its counsel and own choosing at its own cost and sole expense. If ; provided, however, the Indemnifying Party does not shall have the right to assume and conduct the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance Claim with such defense and settlement shall relieve the Indemnifying Party counsel of its indemnification obligations herein provided with respect to any damages resulting therefromchoice. The Indemnifying Party shall not settle any Action Claim or engage in any actions or make any statements that would adversely affect the defense or settlement of such Claim without the prior written consent of the Indemnified Party’s , not to be unreasonably withheld, unless the settlement involves only the payment of money for which the Indemnified Party will be held fully harmless against. Additionally, so long as the Indemnifying Party is defending the Claim in good faith, the Indemnified Party shall not settle any such Claim or engage in any actions or make any statements that would adversely affect the defense or settlement of such Claim without the prior written consent (which consent shall of the Indemnifying Party, not to be unreasonably withheld or delayed)withheld.

Indemnification Procedures. Whenever any claim The Provider Indemnified Party shall arise for indemnification hereunder, give the party entitled to indemnification (the “Indemnified Party”) shall promptly provide Service Recipient prompt written notice of the existence of any indemnifiable claim; provided that the Provider Indemnified Party’s failure to promptly notify Service Recipient will not affect Service Recipient’s indemnification obligations except to the extent that any such delay prejudices Service Recipient’s ability to defend such claim. Service Recipient will defend any such claim using counsel approved by the Provider Indemnified Party (such approval not to the other party (the “Indemnifying Party”be unreasonably withheld, conditioned or delayed). 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of settle any such Action with counsel reasonably satisfactory to claim as the Indemnified Party. The Service Recipient deems appropriate; provided that Service Recipient will not enter into any settlement placing any obligation or admission of liability on the Provider Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Provider Indemnified Party’s prior written consent (which consent consent. At the expense of Service Recipient, the Provider Indemnified Party will reasonably cooperate with Service Recipient in the defense and settlement of any claim subject to indemnification hereunder. At its discretion and expense, the Provider Indemnified Party may participate in the defense, any appeals, and settlement of any claim subject to indemnification hereunder with counsel of its own choosing, and such counsel shall not be unreasonably withheld or delayed)have full access to all information, documents and other materials related to the litigation.

Indemnification Procedures. Whenever In the event that any claim shall arise for Indemnitee is seeking indemnification hereunderunder Section 8.1 above from a Party (the "Indemnifying Party"), the party entitled to indemnification (other Party shall notify the “Indemnified Party”) shall promptly provide written notice Indemnifying Party of such claim with respect to such Indemnitee as soon as reasonably practicable after the other party Indemnitee receives notice of the claim, and the Party (on behalf of itself and such Indemnitee) shall permit the “Indemnifying Party”). In connection with any Party to assume direction and control of the defense of the claim giving rise (including the right to indemnity hereunder resulting from or arising out settle the claim solely for monetary consideration) and shall cooperate as requested (at the expense of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate ) in the defense of the claim. The indemnification obligations under Article 8 shall not apply to (a) any such Action, with its counsel and at its own cost and expense. If harm suffered to the extent directly resulting from any delay in notice to the Indemnifying Party does not assume the defense hereunder or (b) amounts paid in settlement of any claim, demand, action or other proceeding if such Action, settlement is effected without the Indemnified Party 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 consent of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle unreasonably withhold or delay its consent to a settlement solely for monetary consideration that is proposed by the Indemnitee. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation of any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld claim, demand, action or delayed)other proceeding covered by Section 8.1.

Indemnification Procedures. Whenever any claim All indemnification claims in respect of a Party, its Affiliates or, in the case of Omeros, its or their (sub)licensees or their respective directors, officers, employees and agents, shall arise for indemnification hereunder, the party entitled be made solely by such Party to indemnification this Agreement (the “Indemnified Party”) ). The Indemnified Party shall promptly provide give the indemnifying Party prompt written notice of any Losses or discovery of fact upon which such claim indemnified Party intends to the other party (the “Indemnifying Party”)base a request for indemnification under this Article 8. 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 sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Any Indemnified Party shall be entitled to participate in in, but not control, the defense of any such ActionThird Party Claim and to employ counsel of its choice for such purpose. All costs and expenses, with its counsel including fees and at its own cost and expense. If the Indemnifying Party does not assume the defense disbursements of any such Actioncounsel, the Indemnified Party 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 it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken incurred by the Indemnified Party in accordance connection with such defense any claim shall be reimbursed on a Calendar Quarter basis by the Indemnifying Party, without prejudice to the Indemnifying Party’s right to contest the Indemnified Party’s right to indemnification and settlement shall relieve subject to refund in the event the Indemnifying Party of its indemnification obligations herein provided with respect is ultimately held not to any damages resulting therefrombe obligated to indemnify the Indemnified Party. The Indemnifying Party shall may not settle any Action Third Party Claim, and the Indemnified Party shall not be † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION responsible for or be bound by any settlement of a Third Party Claim that imposes an obligation on it, without the Indemnified Party’s prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld or delayedwithheld).

Indemnification Procedures. Whenever any claim shall arise arises for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) Party shall promptly provide written notice of such claim to the other party (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 in the Indemnified Party’s possession or control; and (c) indicate the estimated amount, if reasonably practicable, of the Damage that has been or may be sustained by the Indemnified Party. In connection with any claim Environmental Claim or other Claim giving rise to indemnity hereunder resulting from or arising out of any Action action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Actionaction, with its counsel and at its own cost and expense, subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party does not assume the defense of any such Actionaction, the Indemnified Party may, but shall not be obligated to, defend against such Action action in such manner as it may deem appropriate, including, but not limited to, including settling such Actionaction, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 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 defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. The Indemnifying Party shall not settle any Action action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). Each of Buyer and Seller has an obligation to use commercially reasonable efforts to mitigate Damages subject to indemnification pursuant to this ARTICLE 10.

Indemnification Procedures. Whenever any claim third-party claim, suit, action, or proceeding (“Third-Party Claim”) shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). 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 AgreementThird-Party Claim, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such ActionThird-Party Claim, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such ActionThird-Party Claim, the Indemnified Party may, but shall not be obligated to, defend against such Action Third Party Claim in such manner as it may deem appropriate, including, but not limited to, including settling such ActionThird-Party Claim, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action Third-Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever In the event of any claim shall arise for claim, action or demand (“Claim”) where any Party hereto seeks indemnification hereunderfrom the other, the party entitled to Party seeking indemnification (the “Indemnified Party”) shall promptly provide give the Party from whom indemnification is sought (“Indemnifying Party”) written notice of such claim Claim promptly after the Indemnified Party first becomes aware thereof; provided, however, that failure to give such notice shall not preclude indemnification with respect to such Claim except to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out extent of any Action additional or increased Losses or other actual prejudice directly caused by a person or entity who is not a party such failure. The Indemnifying Party shall have the right to this Agreement, choose counsel to defend such Claim (subject to the Indemnifying Party, at its sole cost and expense and upon written notice to approval of such counsel by the Indemnified Party, may assume which approval shall not be unreasonably withheld, conditioned or delayed), and to control, compromise and settle such Claim, and the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled have the right to participate in the defense of any such Action, with its counsel and at its own cost and sole expense. If the Indemnifying Party does not assume the defense of any such Action; provided, however, the Indemnified Party may, but shall not be obligated to, defend against have the right to take over the control of the defense or settlement of such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it Claim at any time if the Indemnified Party irrevocably waives all rights to indemnification from and by the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without and the Indemnified Party’s Party shall cooperate in the defense or settlement of any Claim, and no Party shall have the right to enter into any settlement agreement that materially affects the other Party‟s material rights or material interests without such Party‟s prior written consent (consent, which consent shall will not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such ActionAction or if the Indemnifying Party fails to defend any such Action in a timely manner, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriateappropriate at the Indemnifying Party’s cost and expense, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party 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 shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).