Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

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

Indemnification Procedures. Promptly after receipt of notice Each of the commencement Company’s obligations in Section 4.1 and Provider’s obligations in Section 4.2 above (each of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)Company and Provider, the Indemnified Party willas applicable, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”) are contingent upon the Provider Indemnitee or the Company Indemnitee, as applicable (each, the “Indemnitee”), notify promptly notifying the Indemnifying Party in writing of the commencement thereofThird Party Claim and, except with respect to Taxes, promptly tendering the control of the defense and settlement of any such Third Party Claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided, however, that the omission to notify foregoing notice requirement shall not apply if Provider or one of its Affiliates is the Managing Member at such time. The Indemnitee shall also cooperate with the Indemnifying Party will not relieve Party, at the Indemnifying Party’s expense, in defending or settling such Third Party from any liability which it Claim and the Indemnitee may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results join in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice at its own expense. An Indemnifying Party may not, without the prior written consent (unless such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any conflict judgment regarding a Third Party Claim the defense of interest requires the appointment of separate counsel), and after notice from which has been assumed by the Indemnifying Party unless such settlement, compromise or consent (i) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (ii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to such Indemnified the entry of any judgment regarding any Third Party of its election to assume Claim for which indemnification is sought and the defense of the action, the Indemnifying Party will which has not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without been assumed by the Indemnifying Party’s consent. The Indemnified Party will cooperate in , without the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, the Indemnified Party will such consent not to be liable to the unreasonably withheld or delayed. Each Indemnifying Party for any reasonable attorneyParty’s fees and direct costs relating to such proceedings. The indemnifications provided in this obligations under Section 17 will 4.1 or Section 4.2, as applicable, shall survive the expiration or termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 19 (the “"Indemnified Party”"), the Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 19 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; providedPROVIDED, howeverHOWEVER, that the omission to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereof, and will shall relieve it from liability under this Agreement hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s 's consent. The Indemnified Party will shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will shall not be liable under this Agreement hereunder for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementhereunder, and such proceeding will shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will shall be liable to the Indemnifying Party for any reasonable attorney’s 's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will 19 shall survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 8 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 8 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 8 will survive the termination of this Agreement.

Indemnification Procedures. Promptly Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action by a party seeking to be indemnified under this Section 17 or proceeding (including any impleaded parties) include both the “Indemnifying Party and one or more Indemnified Party”)Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party willand (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), such Indemnified Parties notify the Indemnifying Party in writing of that they elect to employ separate counsel at the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party will be liable to Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action claim is made by a party which would give rise to a right of indemnification under this Agreement, the party seeking indemnification (Indemnified Party) will promptly cause written notice thereof to be indemnified under this Section 17 delivered by certified mail, return receipt requested, to the party from whom it is sought (the “Indemnified Indemnifying Party”), the . The Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify will permit the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of any such claim or any litigation resulting from the actionclaims. Counsel for the Indemnifying Party which will conduct the defense must be approved by the Indemnified Party (whose approval will not be unreasonable withheld), and the Indemnified Party may participate in such defense at the expense of the Indemnified Party. The Indemnifying Party will not in the defense of any such claim or litigation, consent to entry of any judgment or enter into any settlement without the written consent of the Indemnified Party (which consent will not be unreasonably withheld). The Indemnified Party will not, in connection with any such claim or litigation, consent to entry of any judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonable withheld). The Indemnified Party will cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all pertinent information under its control relating to any such claim or litigation. If the Indemnifying Party refuses or fails to conduct the defense as required in this Section, after delivery of proper notice, then the Indemnified Party may conduct such defense at the expense of the Indemnifying Party, and the approval of the Indemnifying Party will not be liable to such Indemnified Party under this Agreement required for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified entry of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementjudgment.

Indemnification Procedures. Promptly Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; PROVIDED, HOWEVER, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel satisfactory to Financial Security to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action by a party seeking to be indemnified under this Section 17 or proceeding (including any impleaded parties) include both the “Indemnifying Party and one or more Indemnified Party”)Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party willand (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), such Indemnified Parties notify the Indemnifying Party in writing of that they elect to employ separate counsel at the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party will be liable to Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt of notice of In the commencement case of any action Litigation asserted by a third party seeking (a “Third Party Claim”) against a party entitled to be indemnified indemnification under this Section 17 Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom required to provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, notify and the Indemnified Party shall permit the Indemnifying Party in writing (at the expense of the commencement thereof; provided, however, that the omission to notify such Indemnifying Party and so long as the Indemnifying Party will acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its indemnification obligation under this Agreement only except to the extent that such omission failure results in the forfeiture by a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of rights or defenses with respect such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such action. In any action or proceedingThird Party Claim following notice thereof, following provision of proper notice by the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, without prejudice to the extent that it will wish, participate jointly with any other Indemnifying ability of the Indemnified Party similarly notified, to assume the defense thereof, with counsel of enforce its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party, (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim, or (iii) would restrict such Indemnified Party’s ability to conduct its election to assume business in the defense ordinary course or would otherwise have a materially adverse impact on the business of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by If the Indemnified Party in connection with good faith determines that the Agreementconduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability, or that the transactions contemplated under this AgreementIndemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such proceeding will be finally determined by a court of competent jurisdiction in favor Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party will does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be liable unreasonably withheld, conditioned or delayed. In any event, the Reinsurer and the Company shall cooperate in the defense of any Third Party Claim subject to this Article X and the records of each shall be reasonably available to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating other with respect to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementdefense.

Indemnification Procedures. Promptly after receipt In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action by a party seeking which indemnity may be sought pursuant to be indemnified under this Section 17 15, such person (an "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the “Indemnified Party”), the Indemnified Party will, if a claim "INDEMNIFYING PARTY") in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify writing and the Indemnifying Party in writing shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the commencement thereofpayment of all fees and expenses; provided, however, provided that the omission failure of any Indemnified Party so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have of its obligations hereunder except to any Indemnified Party otherwise than under the provisions of this Agreement, extent (and will relieve it from liability under this Agreement only to the extent that) that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect is materially prejudiced by such failure to such actionnotify. In any action or such proceeding, following provision any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of proper notice by such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party of shall have mutually agreed to the existence retention of such actioncounsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party will be entitled to participate in shall indemnify and hold harmless such Indemnified Parties from and against any such action and, loss or liability (to the extent that it will wish, participate jointly with any other stated above) by reason of such settlement or judgment. No Indemnifying Party similarly notifiedshall, to assume without the defense thereofprior written consent of the Indemnified Party, with counsel effect any settlement of its choice (any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless any conflict such settlement includes an unconditional release of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified from all liability arising out of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementproceeding.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim for indemnification in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 hereto obligated to indemnify such Indemnified Party (the an “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof, thereof with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)satisfactory to such Indemnified Party, and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Section 6.3 for any legal expense of the other counsel expenses subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the transactions contemplated under this Agreement, and such proceeding will Indemnifying Party or if the interests of the Indemnified Party reasonably may be finally determined by a court of competent jurisdiction in favor deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party will shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementas incurred.

Indemnification Procedures. Promptly Except as provided below in -------------------------- Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be -------- ------- entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel satisfactory to Financial Security to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action by a party seeking to be indemnified under this Section 17 or proceeding (including any impleaded parties) include both the “Indemnifying Party and one or more Indemnified Party”)Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party willand (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), such Indemnified Parties notify the Indemnifying Party in writing of that they elect to employ separate counsel at the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party will be liable to Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim for indemnification in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 hereto obligated to indemnify such Indemnified Party (the an “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof, thereof with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)satisfactory to such Indemnified Party, and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Section 6.3 for any legal expense of the other counsel expenses subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all reasonable and documented fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the transactions contemplated under this Agreement, and such proceeding will Indemnifying Party or if the interests of the Indemnified Party reasonably may be finally determined by a court of competent jurisdiction in favor deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party will shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable and documented expenses and fees of such separate counsel and other reasonable and documented expenses related to such participation to be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementas incurred.

Indemnification Procedures. Promptly after receipt of notice of Except as provided below in Section 6 with respect to contribution, the commencement indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action by a party seeking or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Section 17 (Agreement, such party shall give the “Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party”), assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will, if a claim shall have the right to employ separate counsel in respect any such action and to participate in the defense thereof is to be made against a party against whom indemnification is sought under this Section 17 (at the “Indemnifying Party”), notify the Indemnifying Party in writing expense of the commencement thereofIndemnified Party; provided, however, that the omission to notify fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party will not relieve if (i) the Indemnifying Party from any liability which it may have has agreed to any Indemnified Party otherwise than under the provisions of this Agreementpay such fees and expenses, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by (ii) the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election shall have failed to assume the defense of the action, the Indemnifying Party will not be liable such action or proceeding and employ counsel satisfactory to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with any such action or proceeding or (iii) the Agreement, named parties to any such action or proceeding (including any impleaded parties) include both the transactions contemplated under this AgreementIndemnified Party and the Indemnifying Party, and such proceeding will the Indemnified Party shall have been advised by counsel that (A) there may be finally determined one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by a court of competent jurisdiction the same counsel would be inappropriate or contrary to prudent practice, in favor which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party will be liable to Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Underwriter in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking Except as provided below in Section 6 with respect to be indemnified under this contribution or in Section 17 (the “Indemnified Party”7(e), the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Party willParties for the breach of a representation, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “warranty or agreement hereunder by an Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any each Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate pursue any other remedy at law or in equity for any such action and, breach so long as the damages sought to be recovered shall not exceed the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice Losses incurred thereby resulting from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofbreach. In the event that any action or regulatory proceeding involving the Indemnifying Party will shall be commenced by the or claim asserted which may entitle an Indemnified Party in connection with the Agreement, or the transactions contemplated to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such proceeding will be finally determined by a court of competent jurisdiction action in favor addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party will at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be liable one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party (it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Depositor Parties, one such firm for all Underwriter Parties, one such firm for Company Parties, one such firm for all Seller Parties, one such firm for all Originator Parties, one such firm for all Issuer Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Depositor in respect of the Depositor Parties, by the Underwriter in respect of the Underwriter Parties, by the Company in respect of the Company Parties, by the Seller in respect of the Seller Parties, by the Originators in respect of the Originator Parties, by the Issuer in respect of the Issuer Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt Each Party’s agreement to indemnify, defend, and hold harmless under Section 10.1 or 10.2, as applicable, is conditioned upon the indemnified party (a) providing written notice to the indemnifying Party of notice any claim, demand or action arising out of the commencement indemnified matter as soon as reasonably possible, and in any event no later than within thirty (30) Calendar Days after the indemnified Party has actual knowledge of such claim, demand or action, (b) permitting the indemnifying Party to assume control over the investigation of, preparation and defense against, and settlement or voluntary disposition of any such claim, demand or action, (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, defense, and settlement or voluntary disposition of any such claim, demand or action, and (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action by a party seeking to without the indemnifying Party’s prior written consent, which consent shall not be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereofunreasonably withheld; provided, however, that that, if the omission party entitled to indemnification fails to promptly notify the Indemnifying indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions only be relieved of this Agreement, and will relieve it from liability under this Agreement only its indemnification obligation to the extent that materially prejudiced by such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such actionfailure. In no event may the indemnifying Party compromise, settle, or enter into any voluntary disposition of any claim, demand or action in any manner that admits material fault or proceeding, following provision of proper notice by wrongdoing on the Indemnified Party part of the existence indemnified party or incurs non-indemnified liability on the part of such actionthe indemnified party without the prior written consent of the indemnified party, and in no event may the Indemnifying indemnifying Party will be entitled settle, compromise, or agree to participate any voluntary disposition of any matter subject to indemnification hereunder in any such action and, to the extent that it will wish, participate jointly with manner which may adversely affect any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense portion of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the AgreementAvadel Technology, or the transactions contemplated under this AgreementCerecor’s ability to exploit Avadel Technology or Develop, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Partymanufacture, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorneyor Commercialize Products without Cerecor’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementprior written consent.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a A party seeking entitled to be indemnified under indemnification pursuant to this Section 17 Agreement (the an “Indemnified Party”)) shall, the with respect to any claim made against such Indemnified Party will, if a claim in respect thereof is to be made against a party against whom for which indemnification is sought under this Section 17 available, notify the other party (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereof; provided, however, that nature of the omission to notify the Indemnifying Party will claim as soon as practicable but not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise more than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by ten days after the Indemnified Party receives notice of the existence assertion of such actionthe claim. Upon receipt of notice of the assertion of a claim, the Indemnifying Party will be entitled to participate in any such action andmay, to the extent that it will wishat its option, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the actionclaim, and if so, the Indemnifying Party will shall employ counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel and to participate in, and to control any such action, and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable to for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party under this Agreement for (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to the entry of any legal expense judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the claim. Each of the other counsel subsequently incurred without Indemnifying Party and the Indemnifying Party’s consent. The Indemnified Party will shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified for which indemnification is available and shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested. For purposes of such claim or demand and has failed this section 10.3, references to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will “claim” shall be commenced by construed broadly, so as to encompass all claims made against the Indemnified Party in connection with the Agreement, or the transactions contemplated a legal action for which indemnification is available under this Agreementarticle X. The Indemnifying Party shall pay all amounts for which it is responsible under this article X, promptly and such proceeding will be finally determined by a court of competent jurisdiction in favor any event within 10 days of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for date any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementamounts are incurred.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action by a party seeking which indemnity may be sought pursuant to be indemnified under this either Section 17 6(a) or 6(b), such person (the “Indemnified Party”), ) shall promptly notify the Indemnified Party will, if a claim in respect thereof is to person from whom such indemnity may be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), ) in writing (provided that failure to so notify the an indemnifying party shall not relieve such Indemnifying Party from any liability under Section 6(a) or 6(b) to the extent it is not materially prejudiced as a result thereof and in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will any event shall not relieve the Indemnifying Party it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party otherwise than under shall have the provisions right to retain its own counsel, but the fees and expenses of this Agreementsuch counsel shall be at the expense of such Indemnified Party, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by unless (i) the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by and the Indemnified Party of shall have mutually agreed in writing to the existence retention of such action, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party will and the Indemnified Party and representation of both parties by the same counsel would be entitled inappropriate due to participate in any such action and, actual or potential differing interests between them or different legal defenses available to the extent them. It is understood that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense shall not, in respect of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for legal expenses of any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with any proceeding or related proceedings in the Agreementsame jurisdiction, or be liable for the transactions contemplated under this Agreementfees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such proceeding will consent or if there be finally determined by a court of competent jurisdiction in favor of final judgment for the plaintiff, the Indemnifying Party, Party agrees to indemnify the Indemnified Party will be liable from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any reasonable attorney’s fees settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and direct costs relating (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such proceedingssettlement. The indemnifications provided No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in this Section 17 will survive respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the termination subject matter of this Agreementsuch proceeding and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking Except as provided below in Section 6 with respect to be indemnified under this contribution or in Section 17 (the “Indemnified Party”7(e), the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Party willParties for the breach of a representation, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “warranty or agreement hereunder by an Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any each Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate pursue any other remedy at law or in equity for any such action and, breach so long as the damages sought to be recovered shall not exceed the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice Losses incurred thereby resulting from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofbreach. In the event that any action or regulatory proceeding involving the Indemnifying Party will shall be commenced by the or claim asserted which may entitle an Indemnified Party in connection with the Agreement, or the transactions contemplated to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such proceeding will be finally determined by a court of competent jurisdiction action in favor addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party will at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be liable one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party (it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Depositor Parties, one such firm for all Underwriter Parties, one such firm for all Company Parties, one such firm for all Seller Parties, one such firm for all Originator Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Depositor in respect of the Depositor Parties, by the Underwriter in respect of the Underwriter Parties, by the Company in respect of the Company Parties, by the Seller in respect of the Seller Parties, by the Originator in respect of the Originator Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt With respect to third party claims, other than those relating to Taxes (which are the subject of notice of Section 6.7(e)), all claims for indemnification by the commencement of Shareholders' Indemnified Parties and the Republic Subsidiary's Indemnified Partners (each, an "Indemnified Party" and, collectively, the "Indemnified Parties") hereunder shall be asserted and resolved as set forth in this Section 8.4. In the event that any action claim or demand by any third party for which a party seeking or parties to be indemnified under this Section 17 Agreement (the “Indemnified "Indemnifying Party”), ) may be liable to the Indemnified Party will, if hereunder (a claim in respect thereof "Claim") is asserted against or sought to be made against a party against whom indemnification is sought under this Section 17 (collected from the “Indemnifying Party”)Indemnified Party by such third party, such Indemnified Party shall as promptly as practicable notify the Indemnifying Party in writing of such Claim and the commencement thereof; provided, however, that amount or the omission estimated amount thereof to notify the Indemnifying extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the "Claim Notice"). The failure on the part of the Indemnified Party will to give any such Claim Notice in a reasonably prompt manner shall not relieve the Indemnifying Party from of any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementindemnification obligation hereunder unless, and will relieve it from liability under this Agreement only to the extent that, the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have thirty days from delivery of the Claim Notice (the "Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such Claim, in which case the Indemnified Party shall, at its sole cost and expense, have the right to defend the Indemnified Party by appropriate proceedings and by counsel reasonably acceptable to the Indemnified Party and shall have the sole power to direct and control such defense; provided that any Indemnified Party may participate in any such omission results in the forfeiture defense at its sole cost and expense. The Indemnified Party shall not settle a Claim for which it is indemnified by the Indemnifying Party without the written consent of rights the Indemnifying Party unless the Indemnifying Party does not defend the Indemnified Party against such Claim. Notwithstanding the foregoing, the Indemnified Party shall have the sole right to defend, settle or defenses compromise any Claim with respect to such actionwhich it has agreed in writing to waive its right to indemnification pursuant to this Agreement. In any action or proceedingNotwithstanding the foregoing, following provision of proper notice by the Indemnified Party of Party, during the existence of such action, period the Indemnifying Party will be entitled Shareholders are determining whether to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election elect to assume the defense of a matter covered by this Section 8.4, may take such reasonable actions as it deems necessary to preserve any and all rights with respect to the actionmatter, the Indemnifying Party will not be liable to without such Indemnified Party under this Agreement for any legal expense actions being construed as a waiver of the other counsel subsequently incurred without the Indemnifying Indemnified Party’s consent. The Indemnified Party will cooperate in the 's rights to defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed indemnification pursuant to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a (a) A party seeking entitled to be indemnified under indemnification pursuant to this Section 17 Agreement (the an “Indemnified Party”)) shall, the with respect to any claim made against such Indemnified Party will, if a claim in respect thereof is to be made against a party against whom for which indemnification is sought under this Section 17 available, notify the other party (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereof; provided, however, that nature of the omission claim as soon as practicable but not more than ten (10) days after the Indemnified Party receives notice of the assertion of the claim. (The failure by an Indemnified Party to notify the Indemnifying Party will give notice shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its obligations under this Agreement only Section 9.3, except to the extent that such omission the failure results in the forfeiture by failure of actual notice and the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party is damaged as a result of the existence failure to give notice.) Upon receipt of such actionnotice of the assertion of a claim, the Indemnifying Party will be entitled to participate in any such action andmay, to the extent that it will wishat its option, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, claim. If the Indemnifying Party will assumes the defense, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) any such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (b) the Indemnified Party has been advised by its counsel in writing that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of the action (in which case the Indemnifying Party shall not have the right to direct the defense of the action on behalf of the Indemnified Party), in each of which cases the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If the Indemnifying Party does not assume the defense, the Indemnified Party shall have the right to employ counsel and to control any such action, and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable to for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party under this Agreement for (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to the entry of any legal expense judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the claim. Each of the other counsel subsequently incurred without Indemnifying Party and the Indemnifying Party’s consent. The Indemnified Party will shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of for which indemnification is available and shall furnish such claim or demand records, information, testimony and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementrequested.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 19 (the “"Indemnified Party”"), the Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 19 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereof, and will shall relieve it from liability under this Agreement hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s 's consent. The Indemnified Party will shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will shall not be liable under this Agreement hereunder for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementhereunder, and such proceeding will shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will shall be liable to the Indemnifying Party for any reasonable attorney’s 's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will 19 shall survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of In the commencement of event that any action by claim for which a party seeking Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be indemnified under this Section 17 (the “Indemnified Party”)collected by any third person, the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), shall promptly notify the Indemnifying Party in writing of such claim, specifying the nature of such claim and the amount of the commencement thereofestimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided, provided however, that the omission Indemnified Party is hereby authorized prior to notify and during the Indemnifying Party will not relieve the Indemnifying Party from Indemnity Notice Period to file any liability motion, answer or other pleading, submission or document which it may have shall deem necessary or appropriate to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of protect its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofinterests. In the event that any proceeding involving the Indemnifying Party will notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be commenced promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor liability of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementhereunder.

Indemnification Procedures. Promptly Except as provided below in Section -------------------------- 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be -------- ------- entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel satisfactory to Financial Security to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action by a party seeking to be indemnified under this Section 17 or proceeding (including any impleaded parties) include both the “Indemnifying Party and one or more Indemnified Party”)Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party willand (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), such Indemnified Parties notify the Indemnifying Party in writing of that they elect to employ separate counsel at the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party will be liable to Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking Each Party entitled to be indemnified indemnification under this Section 17 1.5 (the “Indemnified Party”), ) will give notice to the Indemnified Party will, if a claim in respect thereof is required to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, notify and will permit the Indemnifying Party in writing to assume the defense of the commencement thereofsuch claim or any litigation resulting from such claim; provided, however, provided that the omission to notify counsel for the Indemnifying Party who will conduct the defense of such claim or any litigation resulting from such claim, will be approved by the Indemnified Party (whose approval will not be unreasonably withheld), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense. Notwithstanding the foregoing, any Indemnified Party’s failure to give notice as provided in this Section 1.5(c) will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consentobligations under this Section 1 to the extent such failure is not prejudicial. The No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term of such judgment or such settlement the claimant’s or plaintiff’s release of such Indemnified Party from all liability in respect to such claim or litigation. Each Indemnified Party will cooperate furnish such information regarding such Indemnified Party or the claim in the defense or settlement of claims so assumed. The question as an Indemnifying Party may reasonably request in writing and as will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified reasonably required in connection with defense of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and litigation resulting from such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementclaim.

Indemnification Procedures. Promptly after receipt In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action by a party seeking which indemnity may be sought pursuant to be indemnified under this Section 17 10, such person (an "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the “Indemnified Party”), the Indemnified Party will, if a claim "INDEMNIFYING PARTY") in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify writing and the Indemnifying Party in writing shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the commencement thereofpayment of all fees and expenses; provided, however, provided that the omission failure of any Indemnified Party so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have of its obligations hereunder except to any Indemnified Party otherwise than under the provisions of this Agreement, extent (and will relieve it from liability under this Agreement only to the extent that) that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect is materially prejudiced by such failure to such actionnotify. In any action or such proceeding, following provision any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of proper notice by such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party of shall have mutually agreed to the existence retention of such actioncounsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party will be entitled to participate in shall indemnify and hold harmless such Indemnified Parties from and against any such action and, loss or liability (to the extent that it will wish, participate jointly with any other stated above) by reason of such settlement or judgment. No Indemnifying Party similarly notifiedshall, to assume without the defense thereofprior written consent of the Indemnified Party, with counsel effect any settlement of its choice (any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless any conflict such settlement includes an unconditional release of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified from all liability arising out of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementproceeding.

Indemnification Procedures. Promptly after receipt Each Party (Marina on behalf of notice Marina Indemnitees, or ProNAi on behalf of ProNAi Indemnitees) will promptly notify the commencement other Party when it becomes aware of any action by a party seeking Claim for which indemnification may be sought hereunder. To be eligible to be indemnified under this Section 17 for a Claim, a person seeking indemnification (the “Indemnified Party”), ) shall (i) provide the Indemnified Party will, if a claim in respect thereof is required to be made against a party against whom indemnification is sought under this Section 17 indemnify such person (the “Indemnifying Party”), notify the Indemnifying Party in writing ) with prompt written notice of the commencement thereof; providedClaim giving rise to the indemnification obligation under this Article 8, howeverprovided that, that the omission failure to notify the Indemnifying Party will provide such prompt notice shall not relieve the Indemnifying Party from of any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its obligations under this Agreement only Article 8 except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, is actually prejudiced thereby; (ii) provide the Indemnifying Party will be entitled with the exclusive ability to participate in any such action and, to defend (with the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense reasonable cooperation of the actionIndemnified Party) against the Claim; and (iii) not settle, admit or materially prejudice the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred Claim, without the Indemnifying Party’s prior written consent. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of any Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in and have its own counsel participate in any action or settlement proceeding for which the Indemnified Party seeks to be indemnified by the Indemnifying Party. Such participation shall be at the Indemnified Party’s expense, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of claims so assumedsuch counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party’s obligations under Section 8.1 or 8.2, as the case may be, shall not apply to the extent of the Indemnified Party’s failure to take reasonable action to mitigate any Losses. The Indemnifying Party shall not settle or compromise, or consent to the entry of any judgment with respect to, any Claim, without the prior written consent of the Indemnified Party, which will not be liable under this Agreement for the settlement by the Indemnified Party for any claim unreasonably withheld or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementdelayed.

Indemnification Procedures. (i) Promptly after receipt of an Investor Party receives notice of a claim or the commencement of any an action by a party seeking for which the Investor Party intends to be indemnified seek indemnification under this Section 17 (the “Indemnified Party”)9.1, the Indemnified Investor Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), will notify the Indemnifying Party Company in writing of the claim or commencement thereofof the action, suit or proceeding; provided, however, that the omission failure to notify the Indemnifying Party Company will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it Company from liability under this Agreement only Section 9.1, unless and solely to the extent that it has been materially prejudiced by the failure to give such omission results in notice as evidenced by the forfeiture by the Indemnifying Party Company of substantive rights or defenses with respect to such actiondefenses. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party The Company will be entitled to participate in the defense of any such claim, action, suit or proceeding as to which indemnification is being sought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against whom the claim or action andis brought, to the extent that it Company may (but will wish, participate jointly with any other Indemnifying Party similarly notified, to not be required to) assume the defense thereofagainst the claim, action, suit or proceeding with counsel of its choice (unless any conflict of interest requires satisfactory to the appointment of separate counsel), and after notice from Investor Party. After the Indemnifying Company notifies the Investor Party to such Indemnified Party of its election that the Company wishes to assume the defense of the a claim, action, suit or proceeding, the Indemnifying Party Company will not be liable to such Indemnified Party under this Agreement for any further legal expense of the or other counsel subsequently expenses incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Investor Party in connection with the Agreementdefense against the claim, action, suit or proceeding unless (a) the transactions contemplated under this Agreementemployment of counsel by the Investor Party has been authorized in writing by the Company, (b) the Investor Party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or another Investor Party that are different from or in addition to those available to the Company, (c) a conflict or potential conflict exists (based on advice of counsel to the Investor Party) between an Investor Party and the Company (in which case the Company will not have the right to direct the defense of such proceeding action on behalf of the indemnified party) or (d) the Company has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be finally determined by a court of competent jurisdiction in favor at the expense of the Indemnifying PartyCompany. It is understood that the Company shall not, in connection with any proceeding or related proceedings in the Indemnified Party will same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all such similarly situated Investor Parties. The Company will not be liable for any settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Company shall not, without the prior written consent of each indemnified party, settle or compromise or consent to the Indemnifying Party for entry of any reasonable attorney’s fees and direct costs judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this section (whether or not any indemnified party is a party thereto), unless such proceedings. The indemnifications provided settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in this Section 17 will survive the termination form and substance reasonably satisfactory to such indemnified party, from all liability arising out of this Agreementsuch litigation, investigation, proceeding or claim and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Indemnification Procedures. Promptly after receipt If any Action is brought in respect of notice of which indemnity may be sought pursuant to this Agreement, the commencement of any action by a party Person seeking to be indemnified under this Section 17 indemnification (the “"Indemnified Party”), ") shall promptly notify the Indemnified Party will, if a claim in respect thereof is to be made against a party Person against whom indemnification is sought under this Section 17 (the “"Indemnifying Party”), notify the Indemnifying Party ") in writing of the commencement thereof; provided, however, that institution of such Action (but the omission failure so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which that it may have to any the Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only Article VIII to the extent the Indemnifying Party is not materially prejudiced as a result thereof, and in no event shall it relieve the Indemnifying Party from any liability it may have otherwise than pursuant to this Article VIII), and the Indemnifying Party shall assume the defense of such Action, including the employment of counsel reasonably satisfactory to the Indemnified Party and payment of expenses. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party within a reasonable time or (iii) such Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party and may present a conflict for counsel representing the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such omission results Action on behalf of the Indemnified Party), in the forfeiture any of which events such fees and expenses shall be borne by the Indemnifying Party and paid as incurred (it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of rights more than one separate counsel (in addition to local counsel) for the Indemnified Parties in any one Action or defenses with respect series of related Actions in the same jurisdiction representing the Indemnified Parties, unless such Indemnifying Party shall not have employed counsel reasonably satisfactory to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party within a reasonable time or such Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the existence of such actionother Indemnified Party). Anything in this Section 8.2 to the contrary notwithstanding, the Indemnifying Party will shall not be entitled to participate in liable for any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of settlement effected without its choice (prior written consent unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election shall have failed to assume the defense of the action, the such Action. An Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred not, without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement prior written consent of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for (which shall not be unreasonably withheld or delayed), settle or compromise or consent to the entry of any claim judgment in any Action in respect of which indemnification may be sought hereunder unless such settlement, compromise or demand unless the Indemnifying Party has previously approved the settlement or it has been notified consent includes an unconditional release of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with Parties from all liability arising out of the AgreementAction and does not subject any of the Indemnified Parties to any admission of liability, consent decree, or the transactions contemplated under this Agreement, any other material and such proceeding will be finally determined by a court adverse condition or restriction of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementkind.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 19 (the “"Indemnified Party”"), the Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 19 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; providedPROVIDED, howeverHOWEVER, that the omission to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereof, and will shall relieve it from liability under this Agreement hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent's consent by such Indemnified Party in connection with the defense thereof. The Indemnified Party will shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will shall not be liable under this Agreement hereunder for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementhereunder, and such proceeding will shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will shall be liable to the Indemnifying Party for any reasonable attorney’s 's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will 19 shall survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 section (the each, an “Indemnifying Party”), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled shall have the right to participate in any such action and, at the Indemnifying Party’s option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded based on advice of its choice (unless counsel that there may be legal defenses available to any Indemnified Party that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnified Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 5 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt Except with respect to Taxes, each of notice a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)Seller and Purchaser, the Indemnified Party willas applicable, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”) with respect to any third party claim are contingent upon the Seller Indemnified Parties or the Purchaser Indemnified Parties (each, as applicable, the “Indemnitee”), notify promptly notifying the Indemnifying Party in writing of such claim and promptly tendering the commencement thereof; provided, however, that control of the omission defense and settlement of any such claim to notify the Indemnifying Party will not relieve at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, Indemnitee shall be reduced if and will relieve it from liability under this Agreement only to the extent the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided that such omission results in the forfeiture by foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of a Seller. The Indemnitee shall also cooperate with the Indemnifying Party of rights or defenses with respect to such action. In any action or proceedingParty, following provision of proper notice by the Indemnified Party of the existence of such action, at the Indemnifying Party will be entitled to participate Party’s expense, in any defending or settling such action and, to claim and the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the Indemnitee may join in defense thereof, with counsel of its choice at its own expense. An Indemnifying Party may not, without the prior written consent (unless such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any conflict judgment regarding a third party claim, the defense of interest requires *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the appointment of separate counsel)Commission. Development, EPC and after notice from Purchase Agreement which has been assumed by the Indemnifying Party unless such settlement, compromise or consent (a) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (b) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to such Indemnified Party the entry of its election to assume any judgment regarding any third party claim for which indemnification is sought and the defense of the action, the Indemnifying Party will which has not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without been assumed by the Indemnifying Party’s consent. The Indemnified Party will cooperate in , without the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, the Indemnified Party will such consent not to be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementunreasonably withheld or delayed.

Indemnification Procedures. Promptly after receipt In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action by a party seeking which indemnity may be sought pursuant to be indemnified under this Section 17 9, such person (the an “Indemnified Party”), ) shall promptly notify the Indemnified Party will, if a claim in respect thereof is to be made against a party person against whom indemnification is such indemnity may be sought under this Section 17 (the “Indemnifying Party”), notify ) in writing and the Indemnifying Party in writing shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the commencement thereofpayment of all fees and expenses; provided, however, provided that the omission failure of any Indemnified Party so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have of its obligations hereunder except to any Indemnified Party otherwise than under the provisions of this Agreement, extent (and will relieve it from liability under this Agreement only to the extent that) that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect is materially prejudiced by such failure to such actionnotify. In any action or such proceeding, following provision any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of proper notice by such counsel shall be at the expense of such Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party of shall have mutually agreed to the existence retention of such actioncounsel or (b) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party will be entitled to participate in shall indemnify and hold harmless such Indemnified Parties from and against any such action and, loss or liability (to the extent that it will wish, participate jointly with any other stated above) by reason of such settlement or judgment. No Indemnifying Party similarly notifiedshall, to assume without the defense thereofprior written consent of the Indemnified Party, with counsel effect any settlement of its choice (any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless any conflict such settlement includes an unconditional release of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified from all liability arising out of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementproceeding.

Indemnification Procedures. Promptly after receipt With respect to third-party claims, all claims for indemnification by each of notice of ADI or Artistic or their affiliates, as the commencement of case may be (an "Indemnified Party") hereunder shall be asserted and resolved as set forth in this Section 5.5. In the event that any action writ- ten claim or demand for which ADI or Artistic, as the case may be (an "Indemnifying Party"), would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party seeking to be indemnified under this Section 17 (the “Indemnified Party”a "Third Party Claim"), the such Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), shall promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed the amount or the estimated amount thereof to provide a defense in accordance with the provisions hereof. In extent then feasible (which estimate shall not be conclusive of the event final amount of such claim or demand) (the "Claim Notice"); provided that any proceeding involving failure of such Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party will be commenced of any of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 20 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All reasonable costs and expenses incurred by the Indemnified Party in connection with the Agreement, defending such claim or the transactions contemplated under this Agreementdemand shall be a liability of, and such proceeding will shall be finally determined by a court of competent jurisdiction in favor of paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, through counsel of its own choosing, subject to the reasonable approval of such Indemnified Party, and shall have the sole power to direct and control such defense. If the Indemnifying Party shall assume the defense of a claim or demand, it shall not settle or compromise such claim without the prior written consent of the Indemnified Party, unless such settlement or compromise includes as an unconditional term thereof the giving by the claimant of a release of the Indemnified Party from all liability with respect to such claim or demand. If the Indemnifying Party shall assume the defense of a claim or demand, the fees of any separate counsel retained by the Indemnified Party shall be borne by such Indemnified Party unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the Indemnified Party shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within 20 days after the receipt of the Claim Notice that it elects to undertake the defense thereof and acknowledges its obligation to indemnify the Indemnified Party hereunder, the Indemnified Party will be liable shall have the right to contest, settle or compromise the Indemnifying Party for claim but shall not thereby waive any reasonable attorney’s fees and direct costs relating right to such proceedings. The indemnifications provided in this Section 17 will survive the termination of indemnity therefor pursuant to this Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section (each, an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 section (the each, an “Indemnifying Party”), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled have the right to participate in any such action and, at the Indemnifying Party’s option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless or reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party will have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnifying Party; provided further, however, that the Indemnifying Party will be responsible for the expenses of only one such special counsel (and one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense of or the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 5 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof, unless (i) the Indemnified Party has employed counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party has not employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt Each Party (Marina Bio on behalf of notice Marina Bio Indemnitees, or MirnaRx on behalf of MirnaRx Indemnitees) will promptly notify the commencement other Party when it becomes aware of any action by a party seeking Claim for which indemnification may be sought hereunder. To be eligible to be indemnified under this Section 17 for a Claim, a Person seeking indemnification (the “Indemnified indemnified Party”), ) shall (i) provide the Indemnified Party will, if a claim in respect thereof is required to be made against a party against whom indemnification is sought under this Section 17 indemnify such Person (the “Indemnifying Party”), notify the Indemnifying Party in writing ) with prompt written notice of the commencement thereof; providedClaim giving rise to the indemnification obligation under this Article 8, howeverprovided that, that the omission failure to notify the Indemnifying Party will provide such prompt notice shall not relieve the Indemnifying Party from of any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its obligations under this Agreement only Article 8 except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, is actually prejudiced thereby; (ii) provide the Indemnifying Party will be entitled with the exclusive ability to participate in any such action and, to defend (with the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense reasonable cooperation of the actionIndemnified Party) against the Claim; and (iii) not settle, admit or materially prejudice the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred Claim, without the Indemnifying Party’s prior written consent. The Indemnified Party will shall reasonably cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of any Claim. Notwithstanding the foregoing, the Indemnified Party will shall have the right to participate in and have its own counsel participate in any action or proceeding for which the Indemnified Party seeks to be liable to indemnified by the Indemnifying Party. Such participation shall be at the Indemnified Party’s expense, unless (i) the Indemnifying Party for and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any reasonable attorney’s fees such proceeding (including any impleaded parties) include both the Indemnifying Party and direct costs relating the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to such proceedingsactual or potential differing interests between them. The indemnifications provided in this Indemnifying Party’s obligations under Section 17 8.1 or 8.2, as the case may be, shall not apply to the extent of the Indemnified Party’s failure to take reasonable action to mitigate any Losses. The :Indemnifying Party shall not settle or compromise or consent to the entry of any judgment with respect to any Claim, without the prior written consent of the indemnified Party, which will survive the termination of this Agreementnot be unreasonably withheld or delayed.

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

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party Any Party seeking to be indemnified indemnification under this Section 17 Article V for a third party claim (the “Indemnified Party”), ) must notify the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification such indemnity is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereofany claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the omission failure to so notify the Indemnifying Party will not relieve adversely impact the Indemnifying Party from any liability which it may have Indemnified Party’s right to any Indemnified Party otherwise than under the provisions of this Agreement, indemnification hereunder except and will relieve it from liability under this Agreement only solely to the extent that such omission results in failure to notify actually prejudices, or prevents the forfeiture Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of rights any claim, demand, action or defenses with respect proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to such actiondefend the same. In connection with any such claim, demand, action or proceedingproceeding the Parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, following provision demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of proper notice by the Indemnified Party of and its Subsidiaries and their respective directors, officers and employees) and the existence of Indemnifying Party proposes to accept such actionsettlement and the Indemnified Party refuses to consent to such settlement, then (A) the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)excused from, and after notice from the Indemnified Party will be solely responsible for, all further defense of such claim, demand, action or proceeding, (B) the maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party of its election to assume on such claim, demand, action or proceeding is greater than the defense amount of the actionproposed settlement, and (C) the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement pay all attorneys’ fees and legal costs and expenses incurred after rejection of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the such settlement by the Indemnified Party for any claim or demand unless Party; provided, however, that if the Indemnifying Party has previously approved amount thereafter recovered by the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by third party from the Indemnified Party in connection with is less than the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor amount of the Indemnifying Partyproposed settlement, the Indemnified Party will be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s such attorneys’ fees and direct legal costs relating and expenses up to such proceedings. The indemnifications provided in this Section 17 will survive a maximum amount equal to the termination difference between the amount recovered by the third party and the amount of this Agreementthe proposed settlement.

Indemnification Procedures. Promptly after receipt of notice (a) If any civil, criminal, administrative or investigative action or proceeding (any of the commencement above being a "Claim") is commenced against any Party entitled to indemnification under Sections 10.01, 10.02 or 10.03 (an "Indemnified Party") written notice thereof shall be given to the Party that is obligated to provide indemnification under such Sections (the "Indemnified Party") as promptly as practicable. After CONFIDENTIAL INFORMATION Solely for use by employees of any action by XXX* and TECHFORCE with a party seeking need to know. Not to be indemnified disclosed to or used by any other person without the prior written permission of XXX*. * Indicates information deleted based on an Application for Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and filed separately with the Securities and Exchange Commission. such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Section 17 (Agreement applies with respect to such Claim, then the “Indemnifying Party shall acknowledge in writing to such Indemnified Party”)Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects in a written notice delivered to the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing take control of the commencement thereofdefense and investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the same, at the Indemnified Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnified Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party which consent will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementunreasonably withheld.

Indemnification Procedures. Promptly after receipt of Each Indemnitee (as defined under Section 10(a)) shall (i) give prompt written notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure of the commencement thereofIndemnitee to promptly deliver such notice shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced in its ability to defend such claim) and (ii) permit such Indemnifying Party, as applicable, to assume the defense of such claim with counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee; provided, however, that any Indemnitee entitled to indemnification hereunder shall have the omission right to notify employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (A) the Indemnifying Party will not relieve has agreed in writing to pay such fees and expenses, (B) the Indemnifying Party from any liability which it may shall have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election failed to assume the defense of such claim within five (5) days of delivery of the actionwritten notice of the Indemnitee with respect to such claim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee, or (C) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and the Indemnifying Party will not be liable with respect to such Indemnified Party under this Agreement for any legal expense of claims (in which case, if the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless Indemnitee notifies the Indemnifying Party has previously approved in writing that it elects to employ separate counsel at the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor expense of the Indemnifying Party, the Indemnified Indemnifying Party will shall not have the right to assume the defense of such claim on behalf of the Indemnitee). If the Indemnifying Party assumes the defense of the claim, it shall not be liable subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and no Indemnitee shall be required by an Indemnifying Party to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such claim pursuant to clause (C) above, the Indemnifying Party shall have the right without prejudice to its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend and litigate such claim and may settle such claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to any settlement, written notice of its intention to settle is given to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party for and its counsel in contesting any reasonable attorney’s fees and direct costs relating claim that the Indemnifying Party elects to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementcontest.

Indemnification Procedures. Promptly after receipt of notice of (a) In the commencement of event that indemnification may be sought under this Article IX (an “Indemnification Claim”) in connection with (i) any action action, suit or proceeding that may be instituted or (ii) any claim that may be asserted by any Person not a party to this Agreement, the party seeking to be indemnified under this Section 17 indemnification hereunder (the “Indemnified Party”), ) shall promptly cause written notice of the Indemnified Party will, if a claim in respect thereof is assertion of such Indemnification Claim to be made against a delivered to the party against from whom indemnification hereunder is sought under this Section 17 (the “Indemnifying Party”), notify ) prior to the Indemnifying Party in writing expiration of the commencement thereofapplicable survival period set forth in Section 9.1; provided, however, that no delay on the omission to notify part of the Indemnifying Indemnified Party will not in giving any such notice shall relieve the Indemnifying Party from of any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, indemnification obligation hereunder unless (and will relieve it from liability under this Agreement only then solely to the extent that such omission results in the forfeiture by that) the Indemnifying Party is prejudiced by such delay, as long as such notice is given in no event later than the expiration of rights the applicable survival period set forth in Section 9.1. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or defenses otherwise deal with respect any Indemnification Claim and, if the Indemnifying Party elects to such action. In defend against, negotiate, settle or otherwise deal with any action Indemnification Claim, it shall within thirty (30) days (or proceedingsooner, following provision if the nature of proper notice by the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party of the existence of such action, its intent to do so. If the Indemnifying Party will within the Dispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such action defense with separate counsel at the expense of the Indemnifying Party if (x) so requested by the Indemnifying Party to participate or (y) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any single Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim arising out of a third party claim. Notwithstanding anything in this Section 9.4 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 9.5, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnification Claim through the date of its rejection of the settlement offer or (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. If the Indemnifying Party makes any payment on any Indemnification Claim, the Indemnifying Party shall be subrogated, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notifiedof such payment, to assume the defense thereof, with counsel all rights and remedies of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for to any claim insurance benefits or demand unless the Indemnifying Party has previously approved the settlement or it has been notified other claims of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating respect to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this AgreementIndemnification Claim.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking (a) Any Person claiming indemnification hereunder is hereinafter referred to be indemnified under this Section 17 (as the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party ” and any Person against whom indemnification claims are asserted hereunder is sought under this Section 17 (hereinafter referred to as the “Indemnifying Party”).” If any Losses are incurred by, notify asserted against or sought to be collected from an Indemnified Party, said Indemnified Party shall deliver to the Indemnifying Party in writing a notice of a claim for indemnification hereunder (a “Claim Notice”). The Indemnifying Party shall have thirty (30) days from the delivery of the commencement thereofClaim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend (to the maximum extent possible under the circumstances) the Indemnified Party against such Losses; provided, however, that any Indemnified Party is hereby authorized prior to and during the omission Notice Period to notify file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by notifies the Indemnified Party of within the existence of Notice Period that it desires to defend the Indemnified Party against such actionLosses, the Indemnifying Party will shall have the right to defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be entitled promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims it may do so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by at its sole cost and expense, but the Indemnified Party for any claim shall not have control over such defense or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofsettlement. In the event that any proceeding involving the Indemnifying Party will be commenced If requested by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable agrees to cooperate with the Indemnifying Party and its counsel (at the sole cost and expense of the Indemnifying Party) in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the Losses, or any cross complaint against any Person. If the Indemnifying Party has not assumed the defense of a claim within the Notice Period, then the Indemnified Party may settle such claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party has assumed the defense of a claim within the Notice Period, then the Indemnifying Party may not settle such claim without the prior written consent of the Indemnified Party (unless the Indemnifying Party is solely liable for any reasonable attorney’s fees and direct costs relating payments pursuant to such proceedings. The indemnifications provided settlement and such settlement contains a full and unconditional release of the Indemnified Party and no terms otherwise affecting the Indemnified Party or the Gulf LNG Companies, in this Section 17 will survive which case the termination consent of this Agreementthe Indemnified Party shall not be required).

Indemnification Procedures. Promptly after receipt In the event of notice any such Claim against any of the commencement of any action by a party seeking to be indemnified under this Section 17 Celgene Indemnified Parties or Vividion Indemnified Parties (the each, an “Indemnified Party”), the as applicable, by any Third Party, such Indemnified Party willshall promptly, if a claim and in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 any event within [***] Business Days, notify the applicable indemnifying Party (the “Indemnifying PartyIndemnitor”), notify the Indemnifying Party ) in writing of the commencement thereof; providedClaim. The Indemnitor shall have the right, however, that exercisable by notice to the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions within [***] Business Days after receipt of this Agreement, and will relieve it notice from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Claim (provided that such actionClaim is solely for monetary damages and the Indemnitor agrees to pay all Damages relating to such matter, as evidenced in a written confirmation delivered by the Indemnifying Indemnitor to the Indemnified Party) with counsel selected by the Indemnitor and reasonably acceptable to the Indemnified Party; provided that the failure to provide timely notice of a Claim by a Third Party will shall not limit an Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to the Indemnitor. The Indemnified Parties shall cooperate with the Indemnitor and may, at their option and expense, be entitled to participate separately represented in any such action andor proceeding. The Indemnitor shall not be liable for any litigation costs or expenses incurred by the Indemnified Parties without the Indemnitor’s prior written authorization for so long as the Indemnitor controls such litigation. In addition, the Indemnitor shall not be responsible for the indemnification or defense of any Indemnified Party to the extent that it will wish, participate jointly with arising from any other Indemnifying negligent or intentional acts by any Indemnified Party similarly notified, to assume or the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to breach by such Indemnified Party of its election to assume the defense of the actionany representation, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense obligation or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated warranty under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified or any Claims compromised or settled without its prior written consent. Each Party will be liable shall use reasonable efforts to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in mitigate Damages indemnified under this Section 17 will survive the termination of this AgreementArticle XIII.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by If a party seeking to be indemnified under this Section 17 Party (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof ) believes it is entitled to be made against a party against whom indemnification is sought under and defense pursuant to this Section 17 9 with respect to a Third Party Claim, it will notify the other Party (the “Indemnifying Party”), notify the Indemnifying Party ) in writing promptly after it becomes aware of such Third Party Claim (provided that the failure of the commencement thereof; provided, however, that the omission Indemnified Party to notify the Indemnifying Party so provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its obligations under this Agreement only Section 9, except to the extent that the Indemnifying Party is actually prejudiced thereby). Within thirty (30) days after receipt of such omission results in notice, the forfeiture Indemnifying Party will, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel selected by the Indemnifying Party of rights or defenses with respect (which may be, at the Indemnifying Party’s election, the Indemnifying Party’s in-house litigation counsel). If the Indemnifying Party believes that a Third-Party Claim presented to such action. In any action or proceeding, following provision of proper notice by it for indemnification and defense is one as to which the Indemnified Party is not entitled to indemnification and defense under this Section 9, it will so notify the Indemnified Party. The Indemnified Party may participate in such defense with counsel it selects, all at the Indemnified Party’s own expense. The Indemnified Party will provide the Indemnifying Party, at the Indemnifying Party’s expense, with reasonable assistance and cooperation as reasonably requested by the Indemnifying Party. Without the prior written consent of the existence of Indemnified Party, such actionconsent not to be unreasonably withheld, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the actiondelayed or conditioned, the Indemnifying Party will not be liable agree to any settlement of such Indemnified Third Party under this Agreement for Claim or consent to any legal expense of the other counsel subsequently incurred judgment in respect thereof; further, without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned, the Indemnified Party will be liable not agree to the Indemnifying any settlement of such Third Party for Claim or consent to any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided judgment in this Section 17 will survive the termination of this Agreementrespect thereof.

Indemnification Procedures. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought the Indemnifying Party under this Section 17 (the “Indemnifying Party”)Article VII, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, Article VII. In case any such action shall be brought against any Indemnified Party and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action therein and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of its choice (unless any conflict of interest requires the appointment of separate counselIndemnified Party, be counsel to the Indemnifying Party), and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Article VII for any legal expense expenses of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by to the Indemnified Party for or any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified other expenses of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party Party, in each case subsequently incurred by such Indemnified Party, in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court defense thereof other than reasonable costs of competent jurisdiction in favor of investigation. If the Indemnifying Party, Party fails to notify the Indemnified Party will be liable to within thirty (30) days that the Indemnifying Party for any reasonable attorney’s fees and direct costs relating elects to defend the Indemnified Party pursuant to this Section 7.4, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 7.4 but fails diligently to prosecute the proceedings related to such claim as herein provided then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnified Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. The indemnifications provided No Indemnifying Party shall, without the written consent of the Indemnified Party (which consent will not be unreasonably withheld, delayed or conditioned), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Section 17 will survive Article VII (whether or not the termination Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of this Agreementthe Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an "INDEMNIFIED PARTY") of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 section (the “Indemnifying Party”each, an "INDEMNIFYING PARTY"), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled have the right to participate in any such action and, at the Indemnifying Party's option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party will have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnifying Party; provided further, however, that the Indemnifying Party will be responsible for the expense of only one such special counsel (and one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party's election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 5 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party has employed counsel in accordance with the proviso of the preceding sentence or (ii) the Indemnifying Party has not employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by third party claim is commenced against a party seeking Party entitled to be indemnified indemnification under this Section 17 11.01 or Section 11.02 (the “Indemnified Party”), notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof that is obligated to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) as promptly as practicable. After such notice, notify if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the commencement thereofdefense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section 7 (each, an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 7 (the each, an “Indemnifying Party”), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled shall have the right to participate in any such action and, at the Indemnifying Party’s option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnifying Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense of or the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 7 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of The following procedures shall apply to any Third Party claim, suit, action or demand for which the commencement of any action by a party seeking to Corregidor Indemnitees or Alkermes Indemnitees, as the case may be indemnified under this Section 17 (the “Indemnified Party”), may be entitled to indemnification under this Article 7 (a “Claim”). To be eligible to be Indemnified for a Claim, the Indemnified Party will, if a claim in respect thereof is shall (i) provide the Party required to be made against a party against whom indemnification is sought under this Section 17 Indemnify the Indemnified Party (the “Indemnifying THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY Party”), notify the Indemnifying Party in writing ) with prompt written notice of the commencement thereof; providedClaim giving rise to the indemnification obligation under this Article 7, howeverprovided that, that the omission failure to notify the Indemnifying Party will provide prompt notice shall not relieve the Indemnifying Party from of any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its obligations under this Agreement only Article 7 except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, is actually prejudiced thereby; (ii) provide the Indemnifying Party will be entitled with the exclusive ability to participate in any such action and, to defend (with the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense reasonable cooperation of the actionIndemnified Party) against the Claim; and (iii) not settle, admit or materially prejudice the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred Claim, without the Indemnifying Party’s prior written consent. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense or settlement of claims so assumedany Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in and have counsel selected by it participate, at the Indemnified Party’s expense, in any action for which the Indemnified Party seeks to be Indemnified by the Indemnifying Party. The Indemnifying Party shall not settle or compromise, or consent to the entry of any judgment with respect to, any Claim, without the prior written consent of the Indemnified Party, which will not be liable under this Agreement for the settlement by the Indemnified Party for any claim unreasonably withheld or demand unless delayed; provided that, the Indemnifying Party has previously approved may settle or compromise any Claim in its absolute discretion if the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementcompromise provides for an unconditional release of, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Partydoes not impose any requirements on or have any material adverse effect on, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this AgreementParty.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified indemnification under this Section 17 5.1 (an “Indemnitee”) of notice of any pending or threatened Claim brought by a Third Party against it, such Indemnitee shall give written notice to the “Indemnified Party”), party from whom the Indemnified Party will, if a claim in respect thereof Indemnitee is entitled to be made against a party against whom seek indemnification is sought under pursuant to this Section 17 5.1 (the “Indemnifying Party”), notify the Indemnifying Party in writing ) of the commencement thereof; provided, however, that the omission failure so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from it of any liability which that it may have to any Indemnified Party otherwise than under the provisions of this AgreementIndemnitee hereunder, and will relieve it from liability under this Agreement only except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such actiondemonstrates that it is materially prejudiced thereby. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the The Indemnifying Party will shall be entitled to participate in any the defense of such action Claim and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notifiedelects within seven (7) days of its receipt of notice of the Claim from the Indemnitee, to assume control of the defense thereofand settlement of such Claim (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnitee of its financial capacity to defend the Indemnitee in such Proceeding) with counsel of its choice (unless any conflict of interest requires reasonably satisfactory to the appointment of separate counsel)Indemnitee and, and after notice from the Indemnifying Party to such Indemnified Party the Indemnitee of its election to assume the defense of the actionsuch Claim, the Indemnifying Party will not shall not, as long as it diligently conducts such defense, be liable to such Indemnified Party under this Agreement the Indemnitee for any legal expense of the other counsel Litigation Costs subsequently incurred without by the Indemnifying Party’s consentIndemnitee. The Indemnified Party will cooperate in the defense No compromise or settlement of claims so assumed. The Indemnifying Party will not any Claim may be liable under this Agreement for the settlement effected by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved without the settlement Indemnitee’s written consent, which consent shall not be unreasonably withheld or it has been notified delayed; provided, no consent shall be required if (A) there is no finding or admission of such claim any violation of Law or demand any violation of the rights of any person and has failed to provide a defense no effect on any other claims that may be made against the Indemnitee, (B) the sole relief provided is monetary damages that are paid in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced full by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, and (C) the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorneyIndemnitee’s fees and direct costs relating to rights under this Agreement are not restricted by such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementcompromise or settlement.

Indemnification Procedures. Promptly after receipt of notice of Except as set forth in Section 8.4(a), the commencement of any action by a party seeking to be indemnified person claiming indemnity under this Section 17 Article 9 (the “Indemnified Party”), ) shall give written notice to the Indemnified Party will, if a claim in respect thereof from whom indemnity is to be made against a party against whom indemnification is being sought under this Section 17 (the “Indemnifying Party”)) promptly after learning of any claim, notify provided, that the failure to provide such notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent it is materially prejudiced thereby. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in writing connection with the defense of the commencement thereofclaim 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, that the omission to notify the Indemnifying Party will not relieve shall have the right to assume and conduct the defense of the claim with counsel of its choice. The Indemnifying Party from shall not settle a claim in any liability which it may have manner that would require payment by the Indemnified Party, or would materially adversely affect the rights granted to any the Indemnified Party otherwise than under hereunder, or would materially conflict with the provisions terms of this Agreement, and will relieve it from liability under this Agreement only to or adversely affect such Party or its products, without first obtaining the extent that such omission results in the forfeiture by indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. So long as the Indemnifying Party of rights or defenses with respect to such action. In any action or proceedingis actively defending the claim in good faith, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in shall not settle or compromise any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred claim without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume and conduct the defense of the claim as provided above, (a) the Indemnified Party will be liable may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party for any reasonable attorney’s fees in connection therewith), and direct costs relating (b) the Indemnifying Party shall remain responsible to such proceedings. The indemnifications indemnify the Indemnified Party as provided in this Section 17 will survive the termination of this AgreementArticle 9.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking Any person obligated to be indemnified provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 17 (8.4) will not be liable under the “Indemnified Party”), the Indemnified Party will, if a indemnification provisions of this Article VIII with respect to any claim in respect thereof is to be made against a party against whom entitled to indemnification is sought under this Article VIII ("Indemnified Party" for the purpose of this Section 17 (the “Indemnifying Party”), notify 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the commencement thereof; providednature of the claim upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), however, that the omission but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to any the Indemnified Party against whom such action is brought otherwise than under on account of the provisions indemnification provision of this AgreementArticle VIII, and will relieve it from liability under this Agreement only except to the extent that such omission the failure to notify results in the forfeiture by failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of rights or defenses with respect failure to give such actionnotice. In case any such action or proceeding, following provision of proper notice by is brought against the Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled to participate participate, at its own expense, in any such action and, to the extent that it will wish, participate jointly with any other defense thereof. The Indemnifying Party similarly notified, also will be entitled to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires satisfactory to the appointment of separate counsel), and after party named in the action. After notice from the Indemnifying Party to such the Indemnified Party of its the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of the actionany additional counsel retained by it, and the Indemnifying Party will not be liable to such Indemnified Party party under this Agreement for any legal expense of the or other counsel expenses subsequently incurred without by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party’s consent. The Party and the Indemnified Party will cooperate in have mutually agreed to the defense retention of such counsel; or settlement (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of claims so assumedboth parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable under this Agreement for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the settlement by plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party for from and against any claim loss or demand unless the Indemnifying Party has previously approved the liability by reason of such settlement or it has been notified judgment. A successor by law of such claim or demand and has failed the parties to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party this Agreement will be commenced by entitled to the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor benefits of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedingsindemnification contained in this Article VIII. The indemnifications provided indemnification provisions contained in this Section 17 Article VIII will survive the any termination of this Agreement.

Indemnification Procedures. Promptly If any third party claim is commenced against a Party entitled to indemnification under this Agreement (the "INDEMNIFIED PARTY"), notice thereof shall be given to the Party that is obligated to provide indemnification (the "INDEMNIFYING PARTY") as promptly as practicable. If, after receipt of such notice, the Indemnifying Party acknowledges that this Section applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, but in no event less than [***]* prior to the date on which a response to such claim is due, to immediately * Confidential information has been omitted. take control of the commencement defense and investigation of any action by a party seeking such claim and to be indemnified under this Section 17 (the “Indemnified Party”), employ and engage attorneys reasonably acceptable to the Indemnified Party willto handle and defend the same, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (at the “Indemnifying Party”)'s sole cost and expense. The Indemnified Party shall cooperate, notify at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in writing the investigation, trial and defense of the commencement thereofsuch claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim pursuant to this Section that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified The Party claiming indemnity under this Section 17 Article 14 (the “Indemnified Party”), ) will give written notice to the Indemnified Party will, if a claim in respect thereof from whom indemnity is to be made against a party against whom indemnification is being sought under this Section 17 (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). The Indemnifying Party’s obligation to defend, notify indemnify, and hold harmless pursuant to Section 14.1, Section 14.2 or Section 14.3, as applicable, will be reduced to the extent the Indemnified Party’s delay in providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party in writing may assume the defense of any Claim for which indemnity is being sought by giving written notice to the Indemnified Party within [***] days after receipt of the commencement thereofnotice of the Claim. The assumption of defense of the Claim will not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor will it constitute waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. The Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, that the omission to notify the Indemnifying Party will not relieve has the Indemnifying Party from any liability which it may have right to any Indemnified Party otherwise than under assume and conduct the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party defense of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, Claim with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumedchoice. The Indemnifying Party will not settle any Claim without the prior written consent of the Indemnified Party, not to be liable under this Agreement for unreasonably withheld, conditioned or delayed, unless the settlement by involves only the payment of money. The Indemnified Party for will not settle any claim or demand unless such Claim without the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party will be liable may defend against, and consent to the 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 the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party for in connection therewith), and (b) the Indemnified Party reserves any reasonable attorney’s fees and direct costs relating right it may have under this Article 14 to such proceedingsobtain indemnification from the Indemnified Party. The indemnifications provided in this Section 17 will survive the termination of this Agreement.[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Indemnification Procedures. Promptly after receipt of notice of the -------------------------- commencement of any action by a party seeking to be indemnified under this Section 17 (the “"Indemnified Party”"), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s 's consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s 's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of Whenever any claim shall arise for indemnification hereunder, the commencement of any action by a party seeking entitled to be indemnified under this Section 17 indemnification (the “Indemnified Party”), ) shall promptly provide written notice of such claim to the Indemnified Party will, if a claim in respect thereof is to be made against a other party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party will not relieve materially prejudices the Indemnifying Party Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any liability which it may have to any claim, action, demand, or proceeding brought by a Person who is not an Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying (a “Third Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actionClaim”), the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Third Party will Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereofAction, with its counsel of and at its choice (unless any conflict of interest requires the appointment of separate counsel), own cost and after notice from expense. If the Indemnifying Party to such Indemnified Party of its election to does not assume the defense of the actionany such Action, the Indemnifying Indemnified Party will may, but shall not be liable obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by , on such terms as the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand may deem appropriate and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced no action taken by the Indemnified Party in connection accordance with the Agreement, or the transactions contemplated under this Agreement, such defense and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to settlement shall relieve the Indemnifying Party for of its indemnification obligations herein provided with respect to any reasonable attorney’s fees and direct costs relating to such proceedingsdamages resulting therefrom. The indemnifications provided Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, Purchaser shall have the right in this Section 17 will survive its sole discretion to conduct the termination defense of, and to settle, any Third Party Claim for which it may seek indemnification and be fully indemnified therefor subject to the terms and conditions of this Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an "INDEMNIFIED PARTY") of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 section (the “Indemnifying Party”each, an "INDEMNIFYING PARTY"), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect indemnifying party to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled shall have the right to participate in any such action and, at the Indemnifying Party's option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded based on advice of its choice (unless counsel that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnifying Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party's election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 5 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt by an Indemnified Person of notice of the commencement of any action by a party seeking claim, challenge, litigation, investigation or proceeding for which such Indemnified Person is indemnified pursuant to be indemnified under this Section 17 7.1 (the an “Indemnified PartyClaim”), the such Indemnified Party Person will, if a claim in respect thereof is to be made hereunder against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)Party in respect thereof, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this Article VII. In case any such Indemnified Claims are brought against any Indemnified Party otherwise than under the provisions of this Agreement, Person and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by notifies the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will be entitled to participate in any such action therein, and, at its election by providing written notice to such Indemnified Person, the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of its choice (unless any conflict such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of interest requires the appointment such Indemnified Claims. Upon receipt of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the actionIndemnified Person, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal expense of defenses in accordance with the other counsel subsequently incurred without proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will shall not be liable under this Agreement for the settlement by expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party for any claim or demand unless shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnifying Party has previously approved received notice of commencement of the settlement Indemnified Claims from, or it has been notified of such claim or demand and has failed to provide a defense in accordance with delivered on behalf of, the provisions hereof. In the event that any proceeding involving Indemnified Person, (iii) after the Indemnifying Party will be commenced by assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party in connection with has failed or is failing to defend such claim and provides written notice of such determination and the Agreement, or the transactions contemplated under this Agreementbasis for such determination, and such proceeding will be finally determined by a court failure is not reasonably cured within ten (10) Business Days of competent jurisdiction in favor receipt of the Indemnifying Partysuch notice, the Indemnified Party will be liable to or (iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. Notwithstanding anything herein to the contrary, the Company Parties shall have sole control over any reasonable attorney’s fees Tax controversy or Tax audit and direct costs relating shall be permitted to such proceedings. The indemnifications provided in this Section 17 will survive settle any liability for Taxes of the termination of this AgreementDebtors.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified The Party claiming indemnity under this Section 17 Article 12 (the “Indemnified Party”), ) shall give written notice to the Indemnified Party will, if a claim in respect thereof from whom indemnity is to be made against a party against whom indemnification is being sought under this Section 17 (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”), notify . The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in writing connection with the defense of the commencement thereofClaim 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, that the omission Indemnifying Party shall have the right to notify 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, and consent to the 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 the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have remain responsible to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by indemnify the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications as provided in this Section 17 will survive the termination of this AgreementArticle 12.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. hereof In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt by a party seeking indemnification (the "Indemnified Party") under this Section 2.6 of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 or proceeding (the “Indemnified Party”including any governmental investigation or inquiry), the such Indemnified Party willshall, if a claim in respect thereof is to be made against a any indemnifying party against whom indemnification is sought under pursuant to this Section 17 2.6 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing deliver a written notice of the commencement thereof; provided, however, that the omission to notify and the Indemnifying Party will not relieve shall have the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled right to participate in any such action in, and, to the extent that it will wishthe Indemnifying Party so desires, participate jointly with any other Indemnifying Party similarly notifiednoticed, to assume the defense thereof, thereof with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from mutually satisfactory to the Indemnifying Party to such and the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of its election such separate counsel shall be the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to the actionIndemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party. If the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party as permitted by the provisions of the preceding sentence, the Indemnifying Party will shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party reasonable fees and expenses of more than one counsel at any time for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent same jurisdiction in favor arising out of the same general allegations or circumstances. No Indemnifying Party, Party shall consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the claimant's or plaintiff's release of the Indemnified Party will be liable to from all liability concerning the Indemnifying Party for action or proceeding or which includes any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementnon-monetary settlement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party (a) Any Party seeking to be indemnified under this Section 17 indemnification hereunder (the “Indemnified Party”), ) shall promptly notify the Indemnified other Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 hereto (the “Indemnifying Party”, which term shall include all Indemnifying Parties if there be more than one) of any claim for indemnification hereunder (a “Claim”), notify the Indemnifying Party in writing provided that failure of the commencement thereof; provided, however, that the omission Indemnified Party to notify the Indemnifying Party will give such notice shall not relieve the Indemnifying Party from any liability which it may of its obligations under this Article XI except to the extent, if at all, that such Indemnifying Party shall have to any been prejudiced thereby. After an Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it has delivered a Claim requesting payment from liability under this Agreement only to the extent that such omission results in the forfeiture by the an Indemnifying Party of rights or defenses with respect to such action. In for any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actionLosses, the Indemnifying Party will be entitled to participate in any shall, within thirty (30) days of receipt of such action andClaim, (i) pay to the extent that it will wishIndemnified Party, participate jointly with any other Indemnifying in immediately available funds, the amount of Losses, or (ii) deliver to the Indemnified Party similarly notified, to assume the defense thereof, with counsel of its choice written notice (unless any conflict of interest requires the appointment of separate counsel), and after notice from a “Dispute Notice”) advising the Indemnifying Party to such Indemnified Party that it disputes the Claim. If, within thirty (30) days of its election to assume the defense receipt of the actiona Claim, the Indemnifying Party will not fails to pay said amount to the Indemnified Party or deliver to the Indemnified Party a Dispute Notice the Indemnifying Party shall be liable deemed to have accepted and agreed to such Claim (a “Deemed Acceptance”) and the Indemnified Party may exercise any and all legal or equitable remedies available to the Indemnified Party under this Agreement for any legal expense or otherwise with respect to such Losses. If, within such 30-day period following receipt of the other counsel subsequently incurred without a Claim, the Indemnifying Party delivers a Dispute Notice with respect to the Indemnified Party’s consent. The Indemnified Party will cooperate in Claim, the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by and the Indemnified Party for agree that, prior to commencing any claim litigation or demand unless other proceedings against the other concerning such Claim, they will negotiate in good faith to resolve any dispute with respect to such Claim and to provide each other with all relevant information relating to such dispute. If the Indemnifying Party has previously approved and the settlement Indemnified Party are unable to resolve any such dispute within thirty (30) days of the delivery of a Dispute Notice (or it has been notified of such claim or demand and has failed to provide a defense in accordance with longer period as the provisions hereof. In the event that any proceeding involving Parties may agree upon), the Indemnifying Party will be commenced by or the Indemnified Party may thereafter commence litigation or other proceedings to resolve such dispute. The successful Party in any such proceeding shall be entitled to reimbursement from the non-successful Party for any and all of the successful Party’s costs and expenses including, without limitation, reasonable attorneys’ fees, incurred in connection with such proceeding. Notwithstanding anything herein to the Agreementcontrary, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by if any Claim relates to a court of competent jurisdiction in favor of the Indemnifying PartyThird Party Claim, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees procedures of Section 11.4(b), Section 11.4(c) and direct costs relating Section 11.4(d) shall apply to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this AgreementThird Party Claim.

Indemnification Procedures. Promptly after receipt Each Party’s agreement to indemnify, defend, and hold harmless under Section 11.1 or 11.2, as applicable, is conditioned upon the indemnified party (a) providing written notice to the indemnifying Party of notice any claim, demand or action arising out of the commencement indemnified matter as soon as reasonably possible, and in any event no later than within thirty (30) Calendar Days after the indemnified Party has actual knowledge of such claim, demand or action, (b) permitting the indemnifying Party to assume control over the investigation of, preparation and defense against, and settlement or voluntary disposition of any such claim, demand or action, (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, defense, and settlement or voluntary disposition of any such claim, demand or action, and (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action by a party seeking to without the indemnifying Party’s prior written consent, which consent shall not be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereofunreasonably withheld; provided, however, that that, if the omission party entitled to indemnification fails to promptly notify the Indemnifying indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions only be relieved of this Agreement, and will relieve it from liability under this Agreement only its indemnification obligation to the extent that materially prejudiced by such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such actionfailure. In no event may the indemnifying Party compromise, settle, or enter into any voluntary disposition of any claim, demand or action in any manner that admits material fault or proceeding, following provision of proper notice by wrongdoing on the Indemnified Party part of the existence indemnified party or incurs non-indemnified liability on the part of such actionthe indemnified party without the prior written consent of the indemnified party, and in no event may the Indemnifying indemnifying Party will be entitled settle, compromise, or agree to participate any voluntary disposition of any matter subject to indemnification hereunder in any such action and, to the extent that it will wish, participate jointly with manner which may adversely affect any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense portion of the actionMP Technology, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the AgreementPatents owned, controlled, or the transactions contemplated under this Agreementlicensed by Cempra, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Partyor Cempra’s, the Indemnified Party will be liable its Affiliates’, Sublicensees’, or Product Partners’ ability to the Indemnifying Party for any reasonable attorneyManufacture or Commercialize Products, without Cempra’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementprior written consent.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a Each party seeking entitled to be indemnified indemnification under this Section 17 8.07 (the “"Indemnified Party”)") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party will, if a claim in respect thereof is (whose approval shall not unreasonably be withheld). The failure of any Indemnified Party to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not give notice as provided herein shall relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its obligations under this Agreement only to the extent that such omission results in the forfeiture by failure to give notice shall materially prejudice the Indemnifying Party in the defense of rights any such claim or defenses any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with respect the consent of each Indemnified Party, consent to such action. In entry of any action judgment or proceedingenter into any settlement that attributes any liability to the Indemnified Party, following provision of proper notice unless the settlement includes as an unconditional term thereof the giving by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party claimant or plaintiff to such Indemnified Party of its election a release from all liability in respect to such claim or litigation. If any such Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the actionreasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party will not shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable to such for the reasonable fees and expenses of more than one separate firm of attorneys for each Indemnified Party under this Agreement for any legal expense of or controlling person (and all other Indemnified Parties and controlling persons which may be represented without conflict by one counsel), which firm shall be designated in writing by the other counsel subsequently incurred without Indemnified Party (or Indemnified Parties, if more than one Indemnified Party is to be represented by such counsel) to the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will shall not be liable under this Agreement for the settlement by the Indemnified Party subject to any liability for any claim or demand unless settlement made without its consent, which shall not be unreasonably withheld. If the indemnification provided for in this Section 8.07 from the Indemnifying Party has previously approved is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, labilities or expenses referred to therein, then the settlement Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or it has been notified payable by such Indemnified Party as a result of such claim losses, claims, damages, labilities or demand and has failed expenses in such proportion as is appropriate to provide a defense in accordance with reflect the provisions hereof. In the event that any proceeding involving relative fault of the Indemnifying Party will be commenced by the and Indemnified Party Parties in connection with the Agreementactions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or the transactions contemplated under this Agreementrelates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties, relative intent, knowledge, access to information and opportunity to correct or prevent such proceeding will action. The amount paid or payable by a party as a result of the losses claims, damages, liabilities and expenses referred to above shall be finally deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.07 were determined by a court pro rata allocation or by any other method of competent jurisdiction in favor allocation which does not take account of the Indemnifying Party, equitable considerations referred to in the Indemnified Party will immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be liable entitled to the Indemnifying Party for contribution from any reasonable attorney’s fees and direct costs relating to person who was not guilty of such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementfraudulent misrepresentation).

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification under this Section 7 (each, an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”)subject matter of the foregoing indemnity provisions, the Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under this Section 17 7 (the each, an “Indemnifying Party”), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that of the omission action. The failure to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only except to the extent that such omission results the delay in giving, or failing to give, notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case an action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled has the right to participate in any such action and, at the Indemnifying Party’s option, to assume the extent that it will wishdefense of the action, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party will have the right to such select counsel to participate in the defense of the action on behalf of the Indemnified Party at the expense of the Indemnifying Party; provided that if there is more than one Indemnified Party, the Indemnifying Party will be responsible for the expense of only one special counsel selected jointly by the Indemnified Parties. After notice from an Indemnifying Party to any Indemnified Party of its the Indemnifying Party’s election to assume the defense of the action, the Indemnifying Party will not be liable to such the Indemnified Party under this Agreement Section 7 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of the action other than reasonable costs of investigation, unless (i) the Indemnified Party employed separate counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party does not employ counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly In the event of the assertion or commencement by any Person of any claim or legal proceeding (whether against Buyer or against any other Person) with respect to which any Indemnified Party may be entitled to indemnification pursuant to this Article IX, the Indemnified Party shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such claim or legal proceeding on its own; provided, however, that if the Indemnified Party settles or compromises any such claim or legal proceeding without the consent of the Indemnifying Party, such settlement or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnified Party in connection with such claim or legal proceeding (it being understood that if the Indemnified Party requests that the Indemnifying Party consent to a settlement or compromise, the Indemnifying Party shall act reasonably in determining whether to provide such consent). The Indemnified Party shall give the Indemnifying Party prompt notice after receipt of notice it becomes aware of the commencement of any action by a party seeking to be indemnified under this Section 17 (such claim or legal proceeding against the “Indemnified Party”); provided, however, any failure on the part of Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), so notify the Indemnifying Party in writing shall not limit any of the commencement thereofobligations of the Indemnifying Party (or the Sellers), or any of the rights of any Indemnified Party, under this Article IX (except to the extent such failure materially adversely prejudices the defense of such claim or legal proceeding). If the Indemnified Party does not elect to proceed with the defense (including settlement or compromise) of any such claim or legal proceeding, the Indemnifying Party may proceed with the defense of such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the omission to notify the Indemnifying Party will may not relieve settle or compromise any such claim or legal proceeding without the Indemnifying Party from any liability which it may have to any prior written consent of the Indemnified Party otherwise (which consent may not be unreasonably withheld). No Buyer Indemnified Party (other than under Buyer or any successor thereto or assign thereof) and no Seller Indemnified Party (other than the provisions of this Agreement, and will relieve it from liability Seller Representative or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement only unless, in the case of the Buyer Indemnified Parties, Buyer (or any successor thereto or assign thereof) or, in the case of the Seller Indemnified Parties, the Seller Representative (or successor thereto or assign thereof), shall have consented to the assertion of such indemnification claim or the exercise of such other remedy. Nothing herein shall be deemed to prevent the Indemnified Party from making a claim, and an Indemnified Party may make a claim hereunder, for potential or contingent claims or demands; provided that the notice of such claim sets forth the specific basis for any such potential or contingent claim or demand to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by then reasonably feasible and the Indemnified Party of the existence of has reasonable grounds to believe that such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any a claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will may be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementmade.

Indemnification Procedures. Promptly after receipt of notice of If subsequent to the commencement of Closing any action by claim (a "Claim") is asserted against a party seeking to be indemnified this Agreement as to which such party believes it is entitled to indemnification under this Section 17 Agreement, such party (the “"Indemnified Party”)") shall promptly after learning of such Claim notify in writing the party obligated to indemnify it (the "Indemnifying Party") in writing. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party within 15 days after receipt from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence written notice of such actionClaim, to conduct at its expense the defense against such Claim in its own name, or if necessary in the name of the Indemnified Party. If the Indemnifying Party will shall fail to give such notice, it shall be entitled deemed to participate in any such action and, have elected not to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume conduct the defense of the actionsubject Claim, the Indemnifying Party will not be liable to and in such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by event the Indemnified Party for any claim or demand unless shall have the Indemnifying Party has previously approved right to conduct such defense and to compromise and settle the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance Claim with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. If the Indemnifying Party does elect to conduct the defense of the subject Claim, the Indemnified Party will be liable cooperate with and make available to the Indemnifying Party for any reasonable attorney’s fees such assistance and direct costs relating materials as may be reasonably requested by it, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to such proceedingsparticipate in the defense, provided that the Indemnified Party shall have the right to compromise and settle the Claim only with the prior written consent of the Indemnifying Party. The indemnifications Any judgment entered or settlement agreed upon in the manner provided in this Section 17 will survive herein shall be binding upon the termination of this AgreementIndemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a Each party seeking entitled to be indemnified indemnification under this Section 17 8.5 (the “Indemnified Party”), ) shall give written notice to the Indemnified Party will, if a claim in respect thereof is party required to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, notify and shall permit the Indemnifying Party in writing to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the commencement thereofCommission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 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 extent such failure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only consent to the extent that such omission results in entry of any judgment or enter into any settlement (other than for the forfeiture by payment of money only) without the Indemnifying Party consent of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the (which consent shall not be unreasonably withheld). An Indemnifying Party will be who is not entitled to participate in any such action andto, to the extent that it will wishor elects not to, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the actionclaim, will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other such Indemnified Parties with respect to such claim, in which event the Indemnifying Party will not shall be liable obligated to such Indemnified Party under this Agreement for any legal expense of pay the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified fees and expenses of such claim additional counsel or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementcounsels.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by third party claim is commenced against a party seeking Party entitled to be indemnified indemnification under this Section 17 25.01 or Section 25.02 (as applicable, the “Indemnified Party”), notice thereof shall be given to the Indemnified Party willthat is obligated to provide indemnification (as applicable, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)) as promptly as practicable. If, notify after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice promptly delivered to the Indemnified Party, but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the commencement thereofdefense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of In the commencement of any action by a event either party seeking is entitled to be indemnified under this Section 17 indemnification (an “Indemnitee”) from the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a other party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)) pursuant to the terms of Section 18, with respect to which such Indemnitee intends to seek indemnification thereunder, the Indemnitee and Indemnifying Party shall follow the procedures set forth in this Section 18.4. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any claim with respect to which such Indemnitee may be entitled to receive payment from the Indemnifying Party for any Losses, or to which the Indemnitee believes it is entitled to indemnification hereunder, the Indemnitee shall notify the Indemnifying Party of such claim in writing. No delay or failure to so notify the Indemnifying Party shall relieve it of its obligations under this Agreement except to the extent that the Indemnifying Party has been materially harmed by such delay or failure. Within 15 days following receipt of written notice from Indemnitee relating to any claim, but no later than five days before the date on which any response to a complaint or summons is due, the Indemnifying Party shall notify Indemnitee in writing whether the Indemnifying Party elects to assume control of the commencement thereofdefense and settlement of that claim (a “Notice of Election”). If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will (i) Indemnitee shall be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with of such claim and to employ counsel at its own expense to assist in the handling of its choice (unless any conflict of interest requires the appointment of separate counsel)such claim, and after notice from (ii) the Indemnifying Party shall obtain the prior written approval of Indemnitee before entering into any settlement of such claim imposing any obligations or restrictions on Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. After the Indemnifying Party has delivered a Notice of Election relating to such Indemnified any claim, if the Indemnifying Party performs its indemnification obligations as set forth in this Agreement, then the Indemnifying Party shall not be liable to Indemnitee for any litigation costs and expenses (including legal fees and disbursements and costs of investigation) directly incurred by Indemnitee in employing its election to assume own counsel in connection with the defense of the actionthat claim. In addition, the Indemnifying Party will shall not be liable required to such Indemnified Party under this Agreement indemnify Indemnitee for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate amount paid or payable by Indemnitee in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless if (x) the Indemnifying Party has previously approved the settlement or it has been notified delivered a timely Notice of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, Election and such proceeding will be finally determined by a court of competent jurisdiction in favor amount was agreed to without the written consent of the Indemnifying Party, or (y) the Indemnified Party will be liable time period within which to deliver a Notice of Election has not yet expired. If the Indemnifying Party for any reasonable attorney’s fees and direct costs does not deliver a Notice of Election relating to any claim within the required notice period, Indemnitee shall have the right to defend the claim in such proceedingsmanner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party. The indemnifications provided Indemnifying Party shall promptly reimburse Indemnitee for all such costs and expenses. Indemnitee shall cooperate, at the Indemnifying Party’s cost and expense, in this Section 17 will survive all reasonable respects with the termination Indemnifying Party and its attorneys in the investigations, trial and defense of this Agreementindemnified claims and any appeal arising therefrom.

Indemnification Procedures. Promptly after receipt of notice of the commencement of Whenever any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)claim shall arise for indemnification hereunder, the Indemnified Party will, if a shall promptly provide written notice of such claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 the Indemnifying Party (the “Indemnifying PartyClaim Notice”); provided, notify that no delay in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any of its obligations under this Article VI except to the extent that such delay results in writing a loss or impairment of procedural or substantive rights with respect to the defense of the commencement thereofclaim. 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, shall 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; provided, however, that the omission to notify if both the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any and Indemnified Party otherwise than under are parties to the provisions of this AgreementAction, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless if any conflict of interest requires (including, but not limited to, crossclaims between them) arises between them or different defenses become available to them, the appointment cost of such separate counsel), and after notice from counsel (but not more than one separate law firm) for the Indemnified Party shall be borne by the Indemnifying Party. If the Indemnifying Party to such Indemnified Party of its election to does not assume the defense of any such Action within twenty (20) days after the actionClaim Notice or such earlier time as may be required to file an answer or other response in the Action so as to avoid a default or loss of any material procedural or substantive rights, the Indemnifying Indemnified Party will may, but shall not be liable to obligated to, defend against such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without Action, at the Indemnifying Party’s consent. The Indemnified Party will cooperate expense, in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by Party, on such terms as the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand may deem appropriate and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced no action taken by the Indemnified Party in connection accordance with the Agreement, or the transactions contemplated under this Agreement, such defense and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to settlement shall relieve the Indemnifying Party for of its indemnification obligations herein provided with respect to any reasonable attorney’s fees and direct costs relating to such proceedingsdamages resulting therefrom. The indemnifications provided in this Section 17 will survive Indemnifying Party shall not settle any Action without the termination of this AgreementIndemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought the Indemnifying Party under this Section 17 (the “Indemnifying Party”)ARTICLE IX, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, ARTICLE IX. In case any such action shall be brought against any Indemnified Party and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action therein and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of its choice (unless any conflict of interest requires the appointment of separate counselIndemnified Party, be counsel to the Indemnifying Party), and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement ARTICLE IX for any legal expense expenses of the other counsel or any other expenses, in each case subsequently incurred without the Indemnifying by such Indemnified Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party , in connection with the Agreementdefense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party of the commencement of such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.4, or if the transactions contemplated under Indemnifying Party elects to defend the Indemnified Party pursuant to this AgreementSection 9.4 but fails diligently to prosecute the proceedings related to such claim as herein provided, then the Indemnified Party shall have the right to defend, at the sole cost and such proceeding will be finally determined by a court of competent jurisdiction in favor expense of the Indemnifying Party, Party (if the Indemnified Party will be liable is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the Indemnifying entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this ARTICLE IX (whether or not the Indemnified Party for any reasonable attorney’s fees and direct costs relating is an actual or potential party to such proceedings. The indemnifications provided in this Section 17 will survive action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the termination Indemnified Party from all liability arising out of this Agreementsuch action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a Any party seeking to be indemnified indemnification under this Section 17 Article VI for a third party claim (the “Indemnified Party”), ) must notify the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification such indemnity is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereofany claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the omission failure to so notify the Indemnifying Party will not relieve adversely impact the Indemnifying Party from any liability which it may have Indemnified Party’s right to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only indemnification hereunder except to the extent that such omission results in failure to notify actually prejudices, or 15 prevents the forfeiture Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of rights any claim, demand, action or defenses with respect proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to such actiondefend the same. In connection with any such claim, demand, action or proceedingproceeding the parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, following provision demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of proper notice by the Indemnified Party of and its Subsidiaries and their respective directors, officers and employees) and the existence of Indemnifying Party proposes to accept such actionsettlement and the Indemnified Party refuses to consent to such settlement, then (i) the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)excused from, and after notice from the Indemnified Party will be solely responsible for, all further defense of such claim, demand, action or proceeding, (ii) the maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party of its election to assume on such claim, demand, action or proceeding is greater than the defense amount of the actionproposed settlement, and (iii) the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement pay all attorneys’ fees and legal costs and expenses incurred after rejection of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the such settlement by the Indemnified Party for any claim or demand unless Party; provided, however, that if the Indemnifying Party has previously approved amount thereafter recovered by the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by third party from the Indemnified Party in connection with is less than the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor amount of the Indemnifying Partyproposed settlement, the Indemnified Party will be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s such attorneys’ fees and direct legal costs relating and expenses up to such proceedings. The indemnifications provided in this Section 17 will survive a maximum amount equal to the termination difference between the amount recovered by the third party and the amount of this Agreementthe proposed settlement.

Indemnification Procedures. Promptly (a) In the event an Indemnified Party becomes aware of a Claim against or incurred by it that the Indemnified Party reasonably believes is covered by the provisions of this Article XVII, written notice shall be given promptly by the Indemnified Party to the Indemnifying Party containing detail reasonably sufficient for the Indemnifying Party to identify the nature and basis of the Claim. Provided that the Indemnifying Party admits in writing to the Indemnified Party within thirty (30) days after receipt of such notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified PartyIndemnity Acceptance Date”), ) that the Indemnifying Party is responsible for indemnifying the Indemnified Party willfor such Claim in accordance with the provisions of this Article XVII, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing shall have the right to contest and defend by all appropriate legal proceedings such Claim and to control the contest and defense and all settlements of such Claim (provided, however, that the Indemnifying Party will not, without the prior written consent of the commencement thereofIndemnified Party, enter into any settlement that would restrict or impose future conditions on the Indemnified Party or its operations or would create an obligation or liability (other than for the payment of money) on the Indemnified Party’s part) and to select lead counsel reasonably satisfactory to the Indemnified Party to defend any and all such Claims at the sole cost and expense of the Indemnifying Party; provided, however, that the omission Indemnifying Party must conduct the defense of the claim actively and diligently thereafter in order to notify preserve its rights in this regard. The Indemnified Party may select counsel to participate with the Indemnifying Party’s counsel in any such defense, in which event the Indemnified Party’s counsel shall be its own cost and expense; provided, however, that if the Indemnified Party shall have been advised in good faith in writing by its counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the Indemnifying Party, or that there may be a conflict of interest between the Indemnifying Party will not relieve and the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture conduct of the defense of such Claim, the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by and the Indemnified Party of the existence of such action, and the Indemnifying Party will be entitled to participate in any shall share control of the defense, compromise and/or settlement of such action andClaim. Further, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from if the Indemnifying Party does not admit in writing to such the Indemnified Party of its election on or prior to assume the defense of the action, Indemnity Acceptance Date that the Indemnifying Party will not be liable to such Indemnified Party under this Agreement is responsible for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by indemnifying the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense Claim in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by of this Article XVII, the Indemnified Party in connection with may assume the Agreementinvestigation and defense of such Claim, or including employing legal counsel of its choice, at the transactions contemplated under this AgreementIndemnifying Party’s expense; provided, and such proceeding however, that the Indemnified Party will be finally determined by a court of competent jurisdiction in favor not, without the prior written consent of the Indemnifying Party, the Indemnified Party will be liable to enter into any settlement that would restrict or impose future conditions on the Indemnifying Party or its operations or would create any obligation or liability (other than for the payment of money) on the Indemnifying Party’s part. In connection with any reasonable attorney’s fees such Claim, or the defense or contesting thereof, the Parties shall reasonably cooperate with each other and direct costs relating their respective legal counsel and provide access to such proceedings. The indemnifications provided relevant books and records in this Section 17 will survive the termination of this Agreementtheir possession.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a (a) A party seeking to be indemnified indemnification under this Section 17 Article VII (the “Indemnified Party”), ) shall promptly notify the Indemnified Party will, if a claim in respect thereof is party to be made against a party against whom provide indemnification is sought under this Section 17 Article VII (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereof; providedany claim, howeverdemand, that the omission to notify the Indemnifying Party action or proceeding for which indemnification will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than be sought under the provisions of this AgreementSection 7.2, and will relieve it from liability under this Agreement only to the extent that and, if such omission results in the forfeiture by the Indemnifying Party of rights claim, demand, action or defenses with respect to such action. In any proceeding is a third party claim, demand, action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to have the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, right at its expense to assume the defense thereof, with thereof using counsel of its choice (unless any conflict of interest requires reasonably acceptable to the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession related to such claim. No such third party claim, demand, action or proceeding shall be settled without the defense prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If a firm written offer is made to settle any such third party claim, demand, action or settlement of claims so assumed. The proceeding, which offer does not involve any injunctive or non-monetary relief against the Indemnified Party, and the Indemnifying Party will not be liable under this Agreement for the proposes to accept such settlement by and the Indemnified Party for any claim or demand unless refuses to consent to such settlement, then: (i) the Indemnifying Party has previously approved shall be excused from, and the settlement or it has been notified Indemnified Party shall be solely responsible for, all further defense of such claim third party claim, demand, action or demand proceeding; and has failed (ii) the maximum liability of the Indemnifying Party relating to provide a defense in accordance with such third party claim, demand, action or proceeding shall be the provisions hereofamount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. In the event that any proceeding involving party shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Partycontrary herein, the Indemnified Party will other party shall not be liable required to the Indemnifying Party indemnify any person for any reasonable attorney’s fees and direct costs relating Losses that could reasonably be expected to have been avoided if such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementefforts had been made.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim for indemnification in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 hereto obligated to indemnify such Indemnified Party (the an “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to such Indemnified Party other than under this Section 5.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 5.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof, thereof with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)satisfactory to such Indemnified Party, and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Section 5.3 for any legal expense of the other counsel expenses subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the transactions contemplated under this Agreement, and such proceeding will Indemnifying Party or if the interests of the Indemnified Party reasonably may be finally determined by a court of competent jurisdiction in favor deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party will shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementas incurred.

Indemnification Procedures. Promptly after With respect to Third Party Claims other than those relating to Taxes, all claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 8.4. In the event that any written claim or demand for which ARCO or Purchaser, as the case may be (an "INDEMNIFYING PARTY"), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than 20 days following such Indemnified Party's receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a such claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)or demand, notify the Indemnifying Party in writing of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the commencement thereof; providedfinal amount of such claim or demand) (the "THIRD PARTY CLAIM NOTICE") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article VIII or Section 5.22(d), howevernot including any Third Party Claim, that the omission to Indemnified Party shall notify the Indemnifying Party will not relieve promptly following its discovery of the facts or circumstances giving rise thereto (together with a Third Party Claim Notice, a "CLAIM NOTICE"). The Indemnifying Party from any shall have no liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice expenses incurred by the Indemnified Party prior to the time the Claim Notice is delivered to the Indemnifying Party. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the existence Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by an Indemnified Party in defending such claim or demand after the Claim Notice is delivered to the Indemnifying Party shall be considered Losses of the Indemnified Party for purposes of Sections 8.2 and 8.3 of this Agreement. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such actionclaim or demand, the Indemnifying Party will be entitled shall have the right to participate in any defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from defense. If the Indemnifying Party to such Indemnified Party of its election so elects to assume the defense of the actionsuch claim, the Indemnifying Party will shall not be liable to such the Indemnified Party under this Agreement for any legal expense expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in, but not control, any such defense it may do so at its sole cost and expense. An Indemnified Party shall not settle, compromise or discharge a claim or demand for which it has the right to claim indemnification from the Indemnifying Party hereunder or admit to any liability with respect to such claim or demand without the prior written consent of the other counsel subsequently incurred without Indemnifying Party (which may be withheld in the sole discretion of the Indemnifying Party’s consent). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party will cooperate (which may be withheld in the sole discretion of the Indemnified Party) settle, compromise or discharge or offer to settle, compromise or discharge any such claim or demand on a basis which (x) does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim or (y) imposes any obligation on the Indemnified Party or any Subsidiary or Affiliate thereof other than the payment to be made by the Indemnifying Party. If the Indemnifying Party elects not to defend the Indemnified Party, then the Indemnified Party shall have the right to defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion of any such claim or demand as to which such defense is unsuccessful (and all reasonable costs of expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 8.6 hereof. In any event, the Indemnifying Party shall (at its own expense) have the right to participate in the defense or settlement of claims so assumed. The Indemnifying any Third Party will not be liable under this Agreement Claim for the settlement by the Indemnified Party for any claim or demand unless which the Indemnifying Party has previously approved may be liable hereunder. To the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving extent the Indemnifying Party will be commenced by shall direct, control or participate in the Indemnified defense or settlement of any Third Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying PartyClaim, the Indemnified Party will be liable to provide the Indemnifying Party for any reasonable attorney’s fees and direct costs relating its counsel access to all relevant business records and other documents, and shall use its best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementclaim.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by third party claim is commenced against a party seeking person or entity entitled to be indemnified indemnification under this Section 17 27.1 or Section 27.2 (the “Indemnified Party”), notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof that is obligated to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) as promptly as practicable. If, notify after such notice, the Indemnifying Party shall acknowledge that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice promptly delivered to the Indemnified Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, to immediately take control of the commencement thereofdefense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after (a) Except as otherwise provided in Article X hereof with respect to Taxes, with respect to third-party claims, all claims for indemnification by any party entitled to indemnification pursuant to Section 10.2 or 10.3 hereof or Article XI hereof (an "Indemnified Party") shall be asserted and resolved as set forth in this Section 10.4. In the event that any written claim or demand for which Purchaser or Seller would be liable (as the case may be, an "Indemnifying Party") to any Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 days following its receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a such claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)or demand, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed the amount or the estimated amount thereof to provide the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The Indemnifying Party shall have 20 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a defense liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by notifies the Indemnified Party within the Notice Period that it desires to defend such party against such claim or demand, the Indemnifying Party shall have the right to defend such claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in connection with any such defense, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand. If the Indemnifying Party elects not to defend the Indemnified Party will against such claim or demand, whether by not giving such party timely notice as provided above or otherwise, then the amount of any such claim or demand or, if the same be liable contested by such party, then that portion thereof as to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to which such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.defense is unsuccessful

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party (a) A Party seeking to be indemnified indemnification under this Section 17 Article V for a third-party claim (the “Indemnified Party”), ) must notify the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification such indemnity is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereofany claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the omission failure to so notify the Indemnifying Party will not relieve impact the Indemnifying Party from any liability which it may have Indemnified Party’s right to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only indemnification hereunder except to the extent that such omission results in failure to notify actually and materially prejudices, or prevents the forfeiture Indemnifying Party’s ability to defend such claim, demand, action or proceeding. At the Indemnified Party’s request, the Indemnifying Party shall assume the defense thereof using counsel reasonably acceptable to the Indemnified Party, provided that the Indemnified Party may, at the cost and expense of the Indemnifying Party, at any time prior to the delivery by the Indemnifying Party of rights the notice referred to in this Section 5.5, file any motion, answer or defenses other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary, appropriate or desirable to protect its interests. The Indemnifying Party shall not settle any claim, demand, action or proceeding without the prior written consent of the Indemnified Party, in its sole discretion. The Indemnified Party shall have the right but not the obligation (i) to participate, at its own expense, with respect to such action. In any claim, demand, action or proceeding, following provision of proper notice proceeding that is being defended by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice and (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election ii) to assume the defense of any claim, demand, action or proceeding at the action, cost and expense of the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless if the Indemnifying Party has previously approved fails or ceases to defend the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofsame. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with any such claim, demand, action or proceeding the Agreement, or the transactions contemplated under this Agreement, Parties will cooperate with each other and such proceeding will be finally determined by a court of competent jurisdiction provide each other with access to relevant books and records in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementtheir possession.

Indemnification Procedures. Promptly after (a) After receipt of the notice of claim required by Section 2.03, if the commencement Indemnifying Party undertakes to defend any such claim, then the Indemnifying Party shall be entitled, if it so elects, to take control of any action by a party seeking the defense and investigation with respect to be indemnified under this Section 17 (such claim and to employ and engage attorneys of its own choice, reasonably acceptable to the “Indemnified Party”), to handle and defend the same, at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnified Party willof such election, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (which notice acknowledges the “Indemnifying Party”), notify the 's obligation to provide indemnification hereunder. The Indemnifying Party in writing shall not settle any third-party claim that is the subject of indemnification without the written consent of the commencement thereofIndemnified Party, which consent shall not be unreasonably withheld; provided, however, that the omission Indemnifying Party may settle a claim without the Indemnified Party's consent if such settlement (i) makes no admission or acknowledgement of liability or culpability with respect to notify the Indemnified Party, (ii) includes a complete release of the Indemnified Party, and (iii) does not require the Indemnified Party to make any payment or forego or take any action or otherwise materially adversely affect the Indemnified Party. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party will not relieve and its attorneys in the Indemnifying Party from investigation, trial and defense of any liability which it may have lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnified Party's name of appropriate cross-claims and counterclaims). The Indemnified Party otherwise than under the provisions may, at its own cost and expense, participate in any investigation, trial and defense of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture lawsuit or action controlled by the Indemnifying Party and any appeal arising therefrom. (b) If, after receipt of rights a notice of claim pursuant to Section 2.03, the Indemnifying Party does not undertake to defend any such claim, the Indemnified Party may, but shall have no obligation to, contest any lawsuit or defenses action with respect to such action. In any action or proceeding, following provision of proper notice claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party (including, without limitation, the settlement thereof without the consent of the existence of such action, Indemnifying Party). If there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any or there is otherwise an actual or potential conflict of interest requires interest, the appointment Indemnified Party shall have the right, at the expense of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election Party, to assume the defense of the lawsuit or action; provided, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by however, that the Indemnified Party for any claim may not settle such lawsuit or demand unless action without the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor consent of the Indemnifying Party, the Indemnified Party will which consent shall not be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedingsunreasonably withheld or delayed. The indemnifications provided in this Section 17 will survive the termination of this Agreement.2.05

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by a Claim is commenced against an indemnified party seeking to be indemnified under this Section 17 (the hereinafter “Indemnified Party”), notice thereof shall be given to the indemnifying party (hereinafter Indemnifying Party”) as promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this MSA applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the Indemnified Party willnot less than thirty (30) days prior to the date on which a response to such Claim is due, if a claim in respect thereof is to immediately take control of the defense and investigation of such Claim and to employ and engage attorneys subject to the approval of Indemnified Party, which shall not be made against a party against whom indemnification is sought under this Section 17 (unreasonably withheld, to handle and defend the “same, at the Indemnifying Party”), notify ’s sole cost and expense. The indemnifying party agrees to consult with the Indemnified Party regarding the defense of the claim and the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in writing the investigation, trial, and defense of the commencement thereofsuch Claim and any appeal arising there from; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementmay, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial, and will relieve it from liability under this Agreement only to defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the extent that such omission results in the forfeiture payment of money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will which shall not be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after unreasonably withheld. After notice from by the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such Claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided in this Section 30.04, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt by a Party seeking indemnification under this Section 12 (an “Indemnitee”) of notice of any pending or threatened Claim against it, such Indemnitee shall give written notice thereof to the commencement of any action by a party seeking Party from whom the Indemnitee is entitled to be indemnified under seek indemnification pursuant to this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 12 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, provided that the omission failure so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from it of any liability which that it may have to any Indemnified Party otherwise than under the provisions of this AgreementIndemnitee hereunder, and will relieve it from liability under this Agreement only except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such actiondemonstrates that it is materially prejudiced thereby. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the The Indemnifying Party will shall be entitled to participate in any the defense of such action Claim and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notifiedelects within [****]* of its receipt of notice of the Claim from the Indemnitee, to assume control of the defense thereofof such Claim (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such that joint * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnitee of its financial capacity to defend the Indemnitee in such Proceeding) with counsel of its choice (unless any conflict of interest requires reasonably satisfactory to the appointment of separate counsel)Indemnitee and, and after notice from the Indemnifying Party to such Indemnified Party the Indemnitee of its election to assume the defense of the actionsuch Claim, the Indemnifying Party will not be liable to shall not, as long as it diligently conducts such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party Indemnitee for any reasonable attorneyout-of-pocket costs subsequently incurred by the Indemnitee in investigating or defending such Claim. No compromise or settlement of any Claim which is to be indemnified may be effected by either Party without the other Party’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementwritten consent, which consent shall not be unreasonably withheld or delayed.

Indemnification Procedures. Promptly after receipt of an Indemnified Party receives notice of a claim or the commencement of any an action by a party seeking for which the Indemnified Party intends to be indemnified seek indemnification under this Section 17 (the “Indemnified Party”)9.1, the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), will notify the Indemnifying Party in writing of the claim or commencement thereofof the action, suit or proceeding; provided, however, that the omission failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only Section 9.1, except to the extent that such omission results in the forfeiture it has been materially prejudiced by the Indemnifying Party of rights or defenses with respect failure to such actiongive notice. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the The Indemnifying Party will be entitled to participate in the defense of any such action andclaim, action, suit or proceeding as to which indemnification is being sought, and if the extent that it will wish, participate jointly with any other Indemnifying Party similarly notifiedacknowledges in writing the obligation to indemnify the Indemnified Party against whom the claim or action is brought, to the Indemnifying Party may (but will not be required to) assume the defense thereofagainst the claim, action, suit or proceeding with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from satisfactory to it. After the Indemnifying Party to such notifies the Indemnified Party of its election that the Indemnifying Party wishes to assume the defense of the a claim, action, suit or proceeding, the Indemnifying Party will not be liable for any further legal or other expenses incurred by the Indemnified Party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the Indemnified Party, it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Indemnifying Party and such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without Party. In such event, the Indemnifying Party will pay the reasonable fees and expenses of no more than one separate counsel for all such Indemnified Parties promptly as such fees and expenses are incurred. Each Indemnified Party’s consent. The Indemnified Party , as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the Indemnifying Party in the defense of any action or settlement of claims so assumedclaim as to which indemnification is sought. The Indemnifying Party will not be liable under this Agreement for any settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party will not, without the prior written consent of the Indemnified Party, effect any settlement of a pending or threatened action with respect to which an Indemnified Party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement by includes an unconditional release of the Indemnified Party from all liability and claims which are the subject matter of the pending or threatened action. The remedies provided for in this Article X are not exclusive and shall not limit any claim rights or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed remedies which may otherwise be available to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party at law or in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementequity.

Indemnification Procedures. Promptly after receipt of notice of (a) In the commencement of event that any action action, proceeding, complaint or litigation is commenced by a third party seeking involving a claim for which the shareholders may be liable to be indemnified under this Section 17 a Indemnified Party hereunder (the “Indemnified Party”an "Asserted Liability"), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), shall promptly notify the Indemnifying Party Shareholder Representative in writing of such Asserted Liability (the commencement thereof"Claim Notice"); provided, however, provided that no delay on the omission part of the Indemnified Party in giving any such Claim Notice shall relieve the shareholders of any indemnification obligation hereunder unless (and then solely to the extent that) the shareholders are materially prejudiced by such delay. The Shareholder Representative shall have sixty (60) days (or less if the nature of the Asserted Liability requires) from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnifying Indemnified Party will whether or not relieve the Indemnifying Shareholder Representative desires, at the shareholders' sole cost and expense and by counsel of its own choosing, which shall be reasonably satisfactory to the Indemnified Party, to defend against such Asserted Liability. If the Shareholder Representative undertakes to defend against such Asserted Liability, (i) the Shareholder Representative shall use its commercially reasonable best efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability, (ii) the Indemnified Party, prior to or during the period in which the Shareholder Representative assumes the defense of such matter, may take such reasonable actions as the Indemnified Party deems necessary to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnified Party's rights to defense and indemnification pursuant to this Agreement, (iii) the Shareholder Representative shall not, without the prior written consent of the Indemnified Party, consent to any settlement which (A) does not contain an unconditional release of the Indemnified Party from the subject matter of the settlement, (B) imposes any liability which it may have liabilities or obligations on the Indemnified Party, and (C) with respect to any non-monetary provision of such settlement, could, in the Indemnified Party's judgment, have a material adverse effect on the business operations, assets, properties or prospects of the Company or the Indemnified Party (for purposes of this clause (iii) an effect shall be deemed "material" if it involves $100,000 or more) and (iv) in the event that the Shareholder Representative undertakes to defend against such Asserted Liability, unless otherwise than under agreed to in writing between Parent and the Shareholder Representative, the Shareholder Representative shall be deemed to have agreed that it will indemnify the Indemnified Party pursuant to, and subject to the conditions and limitations set forth in, the provisions of this AgreementArticle IX. Notwithstanding the foregoing, and will relieve it from liability under this Agreement only in any event, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability which the Shareholder Representative shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefor by the Shareholder Representative. If the Shareholder Representative undertakes to defend against such Asserted Liability, the Indemnified Party shall cooperate to the extent that such omission results reasonable (during regular business hours) with the Shareholder Representative and its counsel in the forfeiture by the Indemnifying Party of rights or defenses with respect to such actioninvestigation, defense and settlement thereof. In any action or proceeding, following provision of proper notice by If the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled desires to participate in any such action anddefense it may do so at its sole cost and expense. If the Shareholder Representative does not undertake within the Notice Period to defend against such Asserted Liability, then the Shareholder Representative shall have the right to participate in any such defense at the extent that it will wishshareholders' sole cost and expense (out of the Escrowed Consideration), participate jointly with but, in such case, the Indemnified Party shall control the investigation and defense and may settle or take any other Indemnifying Party similarly notified, to assume actions the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election deems reasonably advisable without in any way waiving or otherwise affecting the Indemnified Party's rights to assume the defense of the action, the Indemnifying Party will not be liable indemnification pursuant to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consentAgreement. The Indemnified Party will cooperate in and the defense Shareholder Representative agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or settlement of claims so assumeddemand. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless and the Indemnifying Party has previously approved Shareholder Representative and the settlement or it has been notified Company and its employees also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementdemand.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a An indemnified party seeking may elect (but under no circumstance shall be obligated) to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights undertake or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the actionany such claim, demand, inquiry, investigation or proceeding (an “Indemnified Matter”), and to conduct and supervise all settlement negotiations related to any Indemnified Matter. However, the Indemnifying Party will not be liable indemnifying party shall pay the legal fees and other expenses an indemnified party incurs in connection with the investigation, defense and settlement of any Indemnified Matter that an indemnified party undertakes to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Partydefend or assume. An indemnified party’s consent. The Indemnified Party will cooperate in election to undertake or assume the defense or settlement of claims so assumedan Indemnified Matter shall in no way or circumstance extinguish or diminish the indemnifying party’s obligation to indemnify and hold the indemnified parties harmless. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified Limitation of such claim or demand and has failed to provide a defense in accordance with the provisions hereofLiability. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the AgreementNOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, or the transactions contemplated under this AgreementNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying PartySPECIAL, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT INCLUDING LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA, OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF (A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY;

Indemnification Procedures. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought the Indemnifying Party under this Section 17 (the “Indemnifying Party”)Article IX, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, Article IX. In case any such action shall be brought against any Indemnified Party and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action therein and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of its choice (unless any conflict of interest requires the appointment of separate counselIndemnified Party, be counsel to the Indemnifying Party), and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Article IX for any legal expense expenses of the other counsel or any other expenses, in each case subsequently incurred without the Indemnifying by such Indemnified Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party , in connection with the Agreementdefense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party of the commencement of such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.5, or if the transactions contemplated under Indemnifying Party elects to defend the Indemnified Party pursuant to this AgreementSection 9.5 but fails diligently to prosecute the proceedings related to such claim as herein provided, then the Indemnified Party shall have the right to defend, at the sole cost and such proceeding will be finally determined by a court of competent jurisdiction in favor expense of the Indemnifying Party, Party (if the Indemnified Party will be liable is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the Indemnifying entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Article IX (whether or not the Indemnified Party for any reasonable attorney’s fees and direct costs relating is an actual or potential party to such proceedings. The indemnifications provided in this Section 17 will survive action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the termination Indemnified Party from all liability arising out of this Agreementsuch action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified The Party claiming indemnity under this Section 17 Article 11 (the “Indemnified Party”), ) shall give written notice to the Indemnified Party will, if a claim in respect thereof from whom indemnity is to be made against a party against whom indemnification is being sought under this Section 17 (the “Indemnifying Party”), notify ) promptly after learning of such Claim. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in writing connection with the defense of the commencement thereofClaim 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, that the omission to notify the Indemnifying Party will shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not relieve 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 from any liability which it may have to any is actively defending the Claim in good faith, the Indemnified Party otherwise than under shall not settle or compromise any such Claim without the provisions prior written consent of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of rights the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or defenses enter into any settlement with respect to such action. In Claim in any action or proceeding, following provision of proper notice by manner the Indemnified Party of may deem reasonably appropriate (and the existence of such actionIndemnified Party need not consult with, or obtain any consent from, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counselconnection therewith), and after notice from (b) the Indemnifying Party shall remain responsible to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by indemnify the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications as provided in this Section 17 will survive the termination of this AgreementArticle 11. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Indemnification Procedures. Promptly after receipt of (a) Any Person entitled to make a claim for indemnification under Section 7.2 (an "INDEMNIFIED PARTY") not involving a claim or demand by a third party, may make a claim for indemnification by giving written notice of the commencement assertion of such claim covered by this indemnity to the Person or Persons from whom it is seeking indemnification (the "INDEMNIFYING PARTY") (it being understood that for purposes of defending actions Microsoft shall be the Indemnifying Party for the TITUX Xxxreholders (except if such claim is not made against Microsoft), With respect to third-party claims, all claims for indemnification by any action Indemnified Party hereunder shall be asserted and resolved as set forth below in this Section 7.4. In the event that any written claim or demand by a third party seeking for which the Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be indemnified under this Section 17 (the “collected from any Indemnified Party”), the such Indemnified Party willshall promptly, if a but in no event more than thirty (30) days following such Indemnified Party's receipt of such claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)or demand, notify the Indemnifying Party in writing of such claim or demand (the commencement thereof"CLAIM NOTICE"; provided, however, that the omission Indemnified Party's failure to notify so provide such notice shall not preclude the Indemnifying Party will not relieve the Indemnifying Indemnified Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only being indemnified for such claim or demand except to the extent that such omission failure results in the forfeiture by actual prejudice to the Indemnifying Party. The Indemnifying Party shall have ten (10) Business days (or such shorter period as may be necessary under the circumstances) from the personal delivery or mailing of rights or defenses with respect the Claim Notice (the "NOTICE PERIOD") to such action. In any action or proceeding, following provision of proper notice by notify the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that whether or not it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election desires to assume the defense of the actionIndemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party (or, if it does not elect to so assume, the Indemnified Party) in defending such claim or demand shall be deemed Losses. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to assume the defense of the Indemnified Party against such claim or demand, the Indemnifying Party will not be liable shall have the right to such defend the Indemnified Party under this Agreement for by appropriate proceedings and shall have the sole power to direct and control such defense and to settle such claim or demand. If any legal expense of the other counsel subsequently incurred without Indemnified Party desires to participate in any defense assumed by the Indemnifying Party’s consent, it may do so at its sole cost and expense, except that if the Indemnified Party advises that in the opinion of its outside legal counsel there are issues which raise conflicts of interest between or materially different defenses available to the Indemnifying Party and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to it, and all reasonable fees and expenses of such counsel for the Indemnified Party shall be deemed Losses of such Indemnified Party. The Indemnifying Party shall not without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any claim or demand if such settlement of compromise provides for any material remedy adverse to the Indemnified Party other than payment of monetary damages. The Indemnified Party will cooperate shall not settle a claim or demand and the Indemnifying Party shall not be liable for any Claim or demand settled without the prior written consent of the Indemnifying Party. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any third-party claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Partydemand, the Indemnified Party will be liable to give the Indemnifying Party for any and its counsel, without charge, access to, during normal business hours, the relevant business records and other documents, during such hours permit them to consult with the employees of and counsel to the Indemnified Party and use its commercially reasonable attorney’s fees and direct costs relating to efforts in the defense of all such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementclaims or demands.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by Claim is commenced against a party seeking Party entitled to be indemnified indemnification under this Section 17 Clause 16.1 or Clause 16.2 (the an “Indemnified Party”), written notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof entity that is obligated to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”) as promptly as practicable but in no event less than twenty (20) days prior to the date on which the response to such Claim is due (or immediately, if less than twenty (20) days). After such notice, notify if the Indemnifying Party acknowledges that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice delivered to the Indemnified Party not less than ten (10) days prior to the date on which a response to such Claim is due (or as soon as reasonably practicable, if less than ten (10) days), to immediately take control of the commencement thereofdefence and investigation of such Claim and to employ and engage attorneys acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defence of such Claim and any appeal arising there-from; provided, however, that the omission Indemnified Party may, at its own expense, participate (through its attorneys or otherwise) in such investigation, trial and defence of such Claim and any appeal arising there-from but shall have no power to notify settle such Claim without the prior consent of the Indemnifying Party will not relieve Party. No settlement of a Claim that involves a remedy other than the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to the Indemnified Party. If the Indemnifying Party does not assume full control over the defence of a Claim, Clause whilst the Indemnifying Party may participate in such action. In any action or proceedingdefence, following provision of proper notice by at its expense, the Indemnified Party of shall have the existence of right to defend the Claim in such actionmanner as it may deem appropriate, at the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of Except as provided below in Section 5 with respect to contribution, the commencement indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any action and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “an Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any each Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate pursue any other remedy at law or in equity for any such action and, breach so long as the damages sought to be recovered shall not exceed the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice Losses incurred thereby resulting from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofbreach. In the event that any action or regulatory proceeding involving shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party will written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be commenced by entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in connection with any such action or proceeding or (iii) the Agreement, named parties to any such action or proceeding (including any impleaded parties) include both the transactions contemplated under this AgreementIndemnified Party and the Indemnifying Party, and such proceeding will the Indemnified Party shall have been advised by counsel that (A) there may be finally determined one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by a court of competent jurisdiction the same counsel would be inappropriate or contrary to prudent practice in favor which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party will be liable to it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after With respect to third party claims other than those relating to Taxes (which claims shall be governed by Section 5.4), all such claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 7.4. In the event that any written claim or demand for which an indemnifying party, the Sellers or Purchaser as the case may be (an "Indemnifying Party") would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party's receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a such claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)or demand, notify the Indemnifying Party in writing of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which esti mate shall not be conclusive of the commencement final amount of such claim and demand) (the "Claim Notice") (it being understood that the failure to provide a timely Claim Notice shall not diminish the Indemnified Party's rights to indemnification hereunder, except to the extent such delay actually prejudices the Indemnifying Party). The Indemnifying Party shall have no liability with respect to any expenses incurred by the Indemnified Party prior to the time the Claim Notice is delivered to the Indemnifying Party (unless, in light of the circumstances, it was reasonable to incur such expenses prior to such time). The Indemnifying Party shall notify the Indemnified Party within 30 days (or sooner if the nature of the claim or demand so requires) from the personal delivery or mailing of the Claim Notice (the "Notice Period") to the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right at its own expense to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense; provided that the Indemnified Party shall have the right to approve the counsel selected by the Indemnifying Party to defend such claim or demand, such approval not to be unreasonably withheld or delayed. If any Indemnified Party desires to participate in, but not control, any such defense it may do so at its sole cost and expense. No Indemnified Party shall be entitled to any indemnification under this Agreement for any settlement, compromise or discharge of a claim or demand or any admission of any liability with respect to any such claim or demand effected without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall not, without the prior written of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), settle, compromise or offer to settle or compromise a claim or demand subject to indemnification hereunder against or affecting the Indemnified Party, unless such compromise, settlement or offer would not reasonably be expected to result in the imposition of a consent order, injunction or decree or other restriction on the future activity or conduct of the Indemnified Party or any subsidiary or Affiliate thereof. Any payments by an Indemnifying Party to any third party with respect to a third party claim for which an Indemnified Party is indemnified hereunder shall be deemed Losses hereunder and shall count towards the Maximum Amount. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by failing to give the Indemnified Party timely notice as provided above or otherwise, then the Losses relating to or arising out of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (including, without limitation, the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 7.3(b) hereof. Notwithstanding anything to the contrary contained herein, with respect to any matter subject to indemnification under Section 7.3 of this Agreement which concerns the compliance of the operations of the Companies or the Subsidiaries with Environmental Laws or the environmental condition of any of the Real Property (an "Environmental Claim"), Purchaser shall have the right at its option to manage and direct any environmental investigation or remediation on any of the Real Property; provided, however, that the omission to notify the Indemnifying Party will Purchaser Indemnified Parties shall not relieve the Indemnifying Party from any liability which it may have be entitled to any Indemnified Party otherwise than indemnification under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses Section 7.3 with respect to any Losses arising out of any such actionactivity unless Inco shall have been notified of, and approved, such activity, such approval not to be unreasonably withheld or delayed. In Any remedial alternative selected in connection with any action indemnification under Section 7.3 for an Environmental Claim shall be the most cost effective alternative permitted under applicable Environmental Laws that does not cause or proceedingresult in a material interference with operations on the Real Property and may include, following provision without limitation, the use of proper notice risk assessments, deed restrictions, institutional controls and industrial remediation standards. Inco shall have the right to advise and participate in the selection of remedial alternatives and may participate in any meetings with regulatory authorities with respect to any matter covered by any indemnification under Section 7.3 for an Environmental Claim. Purchaser shall promptly provide copies to Inco of any notices, correspondence, draft and final reports relating to any covered matter. Notwithstanding anything to the Indemnified Party contrary contained herein, with respect to any claim for indemnification under Section 7.3 relating to an alleged breach of a representation or warranty which is a third-party claim and which would reasonably be expected to materially adversely affect the ongoing Business as a result of injunctive or similar equitable relief being sought or otherwise or which is reasonably expected to result in Losses in excess of the existence Maximum Amount, the Purchaser Indemnified Parties shall have the right to control the defense, settlement or compromise of such actionthird-party claim; provided, however, that the Indemnifying Party will Purchaser Indemnified Parties shall not be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party indemnification under this Agreement for any legal expense payment, judgment, settlement, compromise, discharge or admission effected without the prior written consent of the other counsel subsequently incurred without Indemnifying Parties (which consent shall not be unreasonably withheld or delayed). To the extent the Indemnifying Party’s consent. The Indemnified Party will cooperate shall direct, control or participate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any third party claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Partydemand, the Indemnified Party will be liable to provide the Indemnifying Party for any reasonable attorney’s fees and direct costs relating its counsel access to, during normal business hours, relevant business records and other documents within its control that may be useful in such defense, and shall permit them to such proceedingsconsult with the employees and counsel of the Indemnified Party. The indemnifications provided Indemnified Party shall cooperate in this Section 17 will survive good faith in the termination defense of this Agreementall such claims. The Indemnifying Party shall have the right to participate in the defense or settlement of any third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense.

Indemnification Procedures. Promptly after receipt In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of notice the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party seeking to be indemnified this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Section 17 Agreement (the “Indemnified an "Indemnifying Party”"), the Indemnified Party will, if shall give written notice together with a statement of any available information (other than privileged information) regarding such claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by the lndemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in writing its own name, or if necessary in the name of the commencement thereof; Indemnified Party, provided, however, that the omission Indemnified Party shall have the right to notify approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party will and the Indemnified Party cannot relieve agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party from any liability shall propose an alternate Defense Counsel, which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only shall be subject again to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will Party's approval which approval shall not be liable unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such Indemnified Party under this Agreement for any legal expense of time, they shall mutually agree in good faith on a procedure to determine the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this AgreementDefense Counsel.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking The Party entitled to be indemnified indemnification under this Section 17 Article 7 (the “Indemnified Party”)) shall reasonably and promptly, after the receipt of notice of any legal action or claim against such Indemnified Party will, if a claim in respect thereof is of which indemnification may be sought pursuant to be made against a party against whom indemnification is sought under this Section 17 Article 7, notify the other Party (the “Indemnifying Party”), ) of such action or claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such action or claim if the Indemnified Party knowingly fails to notify the Indemnifying Party thereof in writing accordance with the provisions of this Article 7 in sufficient time to permit the Indemnifying Party to defend against such matter and to make a timely response thereto, including, without limitation, any responsive motion or answer to a complaint, petition, notice or other legal, equitable, or administrative process relating to the action or claim, but only in so far as such knowing failure to notify the Indemnifying Party has actually resulted in prejudice or damage to the Indemnifying Party. In case any such action or claim shall be made or brought against the Indemnified Party, the Indemnifying Party may, or if so requested by the Indemnified Party shall, assume the defense thereof with counsel of its selection reasonably acceptable to the Indemnified Party and which shall be reasonably competent and experienced to defend the Indemnified Party. In such circumstances, the Indemnified Party shall (i) at no costs or expense to the Indemnified Party, cooperate with the Indemnifying Party and provide the Indemnifying Party with such information and assistance as the Indemnifying Party shall reasonably request in connection with such action or claim and (ii) at its own expense, have the right to participate and be represented by counsel of its own choice in any such action or with respect to any such claim. If the Indemnifying Party assumes the defense of the commencement thereofrelevant claim or action (i) the Indemnifying Party shall not be liable for any settlement thereof which is made without its consent and (ii) the Indemnifying Party shall control the settlement of such action or claim; provided, however, that the omission to notify the Indemnifying Party will shall not relieve conclude any settlement which requires any action or forbearance from action or payment or admission by the Indemnified Party or any of its affiliates without the prior written approval of the Indemnified Party. The obligations of an Indemnifying Party from any liability which it may have shall not extend to any Indemnified Party otherwise than under the provisions loss, damage or expense of this Agreement, whatever kind or nature (including all related costs and will relieve it from liability under this Agreement only expenses) to the extent that such omission the same results in from the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice taking by the Indemnified Party of any action (unless required by law or applicable legal process) that prejudices the existence successful defense of the action or claim without, in any such actioncase, the prior written consent of the Indemnifying Party will (such consent not to be entitled to participate required in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from a case where the Indemnifying Party to such Indemnified Party of its election to assume has not assumed the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consentaction or claim). The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless agrees to afford the Indemnifying Party has previously approved and its counsel the settlement or it has been notified of such claim or demand and has failed opportunity to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementpresent at, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Partyto participate in, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementconferences with all persons, including governmental authorities.